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                         CERTIFICATE OF DESIGNATION OF
                 PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS
                                      FOR
                           VENTURI TECHNOLOGIES, INC.

               6% CUMULATIVE CONVERTIBLE SERIES F PREFERRED STOCK
                          (300,000 SHARES AUTHORIZED)


          DEFINITIONS. For purposes of this Certificate of Designation of
Preferences, Limitations, and Relative Rights, (the "Designation"), the
following definitions shall apply:

     (a) "Company" and "Corporation" shall mean Venturi Technologies, Inc.

     (b) "Original Issue Date" shall mean, with respect to each Series of
     Preferred Stock, the date upon which shares of each Series of Preferred
     Stock are first issued.

     (c) "Original Issue Price" shall mean, with respect to each Series of
     Preferred Stock, the original purchase price per share paid by the
     stockholder to the Corporation.

     (d) "Parity Stock" shall mean the Series A, Series B, Series C, Series D
     and Series E Preferred Stock issued by the Corporation, and any stock
     subsequently issued that is of equal priortiy to the Series F Preferred
     Stock

     (e) "Series F Preferred Stock" shall mean the 6% Cumulative Convertible
     Series F Preferred Stock established by resolution of the Board of
     Directors of the Company.

               6% CUMULATIVE CONVERTIBLE SERIES F PREFERRED STOCK
                            300,000 Shares Authorized

     The Board of Directors of the Company has established by resolution a 6%
Cumulative Convertible Series F Preferred Stock, and has authorized the issuance
of up to 300,000 shares of such stock.

     The 6% Cumulative Convertible Series F Preferred Stock established by
resolution of the Board of Directors of the Company shall have the following
preferences, limitations and relative rights:

     1. DIVIDENDS.

     (a) DIVIDEND PREFERENCE. The holders of outstanding shares of Series F
     Preferred Stock shall be entitled to receive, when and as declared by the
     Board of Directors of the Company out of funds legally available for the
     payment of dividends, cumulative quarterly dividends at the annual rate of
     6% of the Original Issue Price per share, in

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     preference to and in priority over any dividends with respect to Common
     Stock. Dividends on the Series A Preferred Stock shall accumulate from and
     including the Original Issue Date and shall be payable on the tenth day
     after the end of each calendar quarter with the first payment due on the
     tenth day after the end of the first full calendar quarter following the
     Original Issue Date. Such dividends shall, at the option of the Company,
     cumulate and be paid in cash at such time as funds are then legally
     available to pay such dividends, or be paid to holders of Series F
     Preferred Shares in shares of the Company's $0.001 par value common stock
     valued at the average closing price for the Company's common stock for the
     five (5) trading days before the record date for such dividend. From and
     after the date that the Company's earnings before interest, taxes,
     depreciation and amortization exceed ten percent (10%) of the Company's
     gross revenues for a twelve month period, the determination of whether such
     dividends shall be paid in cash or in common stock shall be made in the
     sole discretion of the holders of Series F Preferred Shares.

     (b) DIVIDEND RECORD DATE. As the Board of Directors of the Company declares
     dividends on the Series F Preferred Stock, the Company or a selected agent,
     as Paying Agent, shall disburse such funds to the holders of record of the
     Series F Preferred Stock as of the last day of the quarter for which a
     dividend is being paid ("Record Date").

     (c) PRIORITY OF DIVIDENDS. As long as shares of the Series F Preferred
     Stock shall be outstanding, if the Company shall be in default or in
     arrears in respect to the payment of dividends on the Series F Preferred
     Stock or any stock subsequently issued that is of equal priority to the
     Series F Preferred Stock ("Parity Stock") or with respect to the optional
     redemption with respect to the Series F Preferred Stock or the Parity
     Stock, the Company shall not declare, pay or set apart any funds for the
     payment of dividends, redemption, repurchase, retirement or sinking fund
     payment on any of the Common Stock.

     (d) PAYMENT OF ACCUMULATED DIVIDENDS. Dividends in arrears with respect to
     the Series F Preferred Stock may be declared and paid at any time by the
     Company without interest or premium and shall be paid, as in the case of
     regular dividends, to the holders of record of the Series F Preferred Stock
     on the Record Date established with respect to such payment in arrears. The
     ability of the Company to pay dividends on the Series F Preferred Stock
     shall be limited by the availability of funds and the provisions of the
     General Corporation Law of the State of Nevada and any other applicable
     law.

          2. LIQUIDATION RIGHTS.

     (a) LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution or
     winding up of the Company, either voluntary or involuntary, the holders of
     the Series F Preferred Stock shall be entitled to receive, after all debts
     are paid, out of the assets of the Company, the sum of $10.00 per share
     plus an amount equal to all accumulated and

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     unpaid dividends thereon to the date fixed for liquidation, dissolution or
     winding up, before any payment shall be made or any assets distributed to
     the holders of Common Stock.

     (b) PRIORITY. If, upon any such liquidation, dissolution or winding up of
     the Company, the assets to be distributed among the holders of the Series F
     Preferred Stock are insufficient to permit the payment to such holders of
     the full amount specified in the previous paragraph, then the entire assets
     of the Company legally available for distribution shall be distributed with
     equal priority and pro rata among the holders of the Series F Preferred
     Stock and the Parity Stock in proportion to the numbers of shares of Series
     F Preferred Stock and Parity Stock held by them.

     (c) REMAINING ASSETS. After payment of the full $10.00 per share
     liquidation preference plus any accumulated and unpaid dividends, the
     holders of the Series F Preferred Stock will not share in any other assets
     of the Company distributed to holders of equity securities.

     (d) REORGANIZATION. Neither the voluntary sale, conveyance, exchange or
     transfer of all or any part of the property or assets of the Company, nor
     the consolidation, merger or other business combination of the Company with
     or into any corporation, shall be considered a voluntary or involuntary
     liquidation, dissolution, or winding up of the Company.

          3. REDEMPTION. The Company shall have the option, but not the
     obligation, to call the Series F Preferred Stock for redemption at any
     time. The price paid to the holders of the Series F Preferred Stock by the
     Company for any such redemption shall equal 120% of the Original Issue
     Price until the first anniversary date of the date of issuance of the
     Series F Preferred Stock, 140% of the Original Issue Price from the first
     anniversary date to the second anniversary date, 160% of the Original Issue
     Price from the second anniversary date to the third anniversary date, 180%
     of the Original Issue Price from the third anniversary date to the fourth
     anniversary date, and 200% of the Original Issue Price after the fourth
     anniversary date, plus any accrued or unpaid dividends to the date of the
     call for redemption. Such redemption price shall be paid by the Corporation
     in cash.

          4. CONVERSION. The holders of the Series F Preferred Stock shall have
     conversion rights as follows:

     (a) RIGHT TO CONVERT. Holders of shares of Series F Preferred Stock shall
     have the right, exercisable at any time, to convert any or all of such
     Shares into shares of Common Stock of the Company on the basis of five (5)
     shares of Common Stock for each one (1) share of Series F Preferred Stock
     at the office of the Corporation or any transfer agent for the Series F
     Preferred Stock, except that if any of the Series F Preferred Stock is
     called for redemption, the conversion rights pertaining thereto shall
     terminate at the close of business on the date fixed for redemption unless
     the Company

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     defaults on the payment of the redemption price plus accumulated and unpaid
     dividends.

     (b) MERGER OR RECLASSIFICATION. In the event of any merger of the Company
     with or into any other corporation (other than a merger in which the
     Company is a surviving corporation) or in the event of any sale or transfer
     of all or substantially all of the assets of the Company, or in the event
     of a reclassification, capital reorganization or change of outstanding
     shares of common stock, any holder of the Series F Preferred Stock will be
     entitled after the occurrence of such event, to receive on conversion the
     consideration which the holder would have received had such holder
     converted such holder's Series F Preferred Stock to Common Stock
     immediately prior to the occurrence of the event, and had such holder
     elected to receive the consideration in the form and manner elected by the
     holders of Common Stock.

     (c) MANDATORY CONVERSION. The Company shall have the right to require the
     holders of Series F Preferred Stock to convert their shares of Series F
     Preferred Stock into shares of Common Stock on the basis of five (5) shares
     of Common Stock for one (1) share of Series F Preferred Stock in connection
     with the consummation of an underwritten public offering of the Company's
     Common Stock in which the Company successfully raises capital in the gross
     amount of at least $10 million.

     (d) MECHANICS OF CONVERSION. Before any holder of Series F Preferred Stock
     shall be entitled to convert the same into shares of Common Stock, and to
     receive certificates therefor, he or she shall surrender the certificate or
     certificates therefor, duly endorsed, at the office of the Corporation or
     of any transfer agent for the Series F Preferred Stock, and shall give
     written notice to the Corporation at such office that he or she elects to
     convert the same; provided, however, that in the event of a mandatory
     conversion pursuant to the preceding paragraph, the outstanding shares of
     Series F Preferred Stock shall be converted automatically upon notice to
     the holders of Series F Preferred Stock by the Company without any further
     action by the holders of such shares and whether or not the certificates
     representing such shares are surrendered to the Corporation or its transfer
     agent; 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 either the certificates
     evidencing such shares of Series F Preferred Stock are delivered to the
     Corporation or its transfer agent as provided above, or the holder notifies
     the Corporation or its transfer agent that such certificates have been
     lost, stolen or destroyed and executes an agreement satisfactory to the
     Corporation to indemnify the Corporation and the transfer agent from any
     loss incurred by it in connection with such certificates. The Corporation
     shall, as soon as practicable after such delivery, or after such agreement
     and indemnification, issue and deliver to such holder of Series F Preferred
     Stock, a certificate or certificates for the number of shares of Common
     Stock to which he or she shall be entitled as set forth above, plus, if
     applicable, a check payable to the holder in the amount of any declared and
     unpaid dividends on the converted Series F Preferred Stock. Such conversion
     shall be deemed to have been made immediately prior to the close of
     business on the date of

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     such surrender of the shares of Series F 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;
     provided, however, that if the conversion is in connection with an
     underwritten offer of securities registered pursuant to the Securities Act
     of 1933, as amended, the conversion may, at the option of any holder
     tendering Series F Preferred Stock for conversion, be conditioned upon the
     closing of the sale of securities pursuant to such offering, in which event
     the person(s) entitled to receive the Common Stock issuable upon such
     conversion of the Series F Preferred Stock shall not be deemed to have
     converted such Series F Preferred Stock until immediately prior to the
     closing of the sale of such securities.

     (e) NO IMPAIRMENT. The Corporation will not, by amendment of its Articles
     of Incorporation or through any reorganization, transfer of assets, 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 and in the taking of all such action as may be necessary or
     appropriate in order to protect the conversion rights of the holders of the
     Series F Preferred Stock against impairment.

     (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 F Preferred Stock, such number of its shares of
     Common Stock as shall from time to time be sufficient to effect the
     conversion of all then outstanding shares of the Series F 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 F Preferred Stock, the Corporation shall
     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.

          5. VOTING. Each holder of shares of Series F Preferred Stock shall be
     entitled to the number of votes equal to the number of shares of Common
     Stock into which such shares of Series F Preferred Stock held by such
     holder of Series F Preferred Stock could then be converted. The holders of
     shares of the Series F Preferred Stock shall be entitled to vote on all
     matters on which the Common Stock shall be entitled to vote, unless
     otherwise required by applicable law or in cases where the rights and
     privileges of the Common Stock holders may be altered or diminished. The
     holders of Series F Preferred Stock shall be entitled to notice of any
     shareholders meeting in accordance with the Bylaws of the Company.
     Fractional votes shall not, however, be permitted and any fractional voting
     rights resulting from the above formula (after aggregating all shares into
     which shares of Series F Preferred Stock held by each holder could be
     converted), shall be disregarded.

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          6. AMENDMENTS AND CHANGES. As long as any of the Series F Preferred
     Stock shall be issued and outstanding, the Company shall not, without first
     obtaining the approval (by vote or consent as provided by law) of the
     holders of a majority of the total number of shares of the Series F
     Preferred Stock then outstanding:

             (i) alter or change the rights, preferences, or privileges of the
             Series F Preferred Stock materially or adversely; or

             (ii) increase the authorized number of shares of Series F
             Preferred Stock; or

             (iii) create any new class of shares having rights,
             preferences or privileges senior to the Series F Preferred
             Stock holders as to dividend rights, redemption rights or
             liquidation rights.

          7. NOTICES. Any notice required by the provisions of this Designation
     to be given to the holders of Series F Preferred Stock shall be deemed
     given if deposited in the United States mail, postage prepaid, and
     addressed to each holder of record at such holder's address appearing on
     the books of the Company.


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                     CERTIFICATE OF PRESIDENT AND SECRETARY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned John M. Hopkins, President of Venturi Technologies,
Inc., a Nevada corporation (the "Corporation"), and Randy K. Johnson, Secretary
of the Corporation do hereby certify that the Articles of Incorporation for the
Corporation provide that Series of preferred stock may be established by
resolution of the Board of Directors, and that the above and foregoing
Certificate of Designation of Preferences, Limitations and Relative Rights of
said Corporation was duly and regularly adopted as such by a resolution of all
of the members of the Board of Directors of the Corporation on March 7, 2000.

     DATED: March 7, 2000.



                                          ----------------------------------
                                          John M. Hopkins
                                          President



                                          ----------------------------------
                                          Randy K. Johnson
                                          Secretary


                                 ACKNOWLEDGMENT

STATE OF UTAH                 )
                              :  ss.
COUNTY OF SALT LAKE           )

          On the 7th day of March, 2000 personally appeared before me John M.
Hopkins, President of Venturi Technologies, Inc. and Randy K. Johnson, Secretary
of Venturi Technologies, Inc., personally known to me or proved to me on the
basis of satisfactory evidence to be the persons whose names are signed on the
preceding document, and acknowledged to me that they signed it voluntarily for
its stated purpose.


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                                          NOTARY PUBLIC