Exhibit No. 16
BuyersOnline.com, Inc.
Form 10-KSB/ 2000
File No. 0-26917

                     BUYERSONLINE.COM, INC.

    CERTIFICATE OF DESIGNATION OF NUMBER, POWERS, PREFERENCES
    AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL
    RIGHTS, AND THE QUALIFICATIONS LIMITATIONS, RESTRICTIONS,
           AND OTHER DISTINGUISHING CHARACTERISTICS OF

              SERIES B CONVERTIBLE PREFERRED STOCK

Pursuant to Section 151(g) of the General Corporation Law of the
                        State of Delaware

     BUYERSONLINE.COM, INC., a corporation organized and existing
under  the laws of the state of Delaware (the "Corporation"),  in
accordance with Section 151(g) of the General Corporation Law  of
Delaware, DOES HEREBY CERTIFY:

      1.    The  Certificate of Incorporation of the  Corporation
(the  "Certificate of Incorporation"), fixes the total number  of
shares  of  all  classes of capital stock which  the  Corporation
shall   have  the  authority  to  issue  at  Twenty-Five  Million
(25,000,000)  shares,  of which Five Million  (5,000,000)  shares
shall  be shares of Preferred Stock, par value $0.0001 per  share
(herein  referred  to as "Preferred Stock"), and  Twenty  Million
(20,000,000)  shares shall be shares of Common Stock,  par  value
$0.0001 per share (herein referred to as "Common Stock").

      2.    The Certificate of Incorporation expressly grants  to
the  Board  of Directors of the Corporation authority to  provide
for  the  issuance of said Preferred Stock in one or more series,
with  such  voting  powers, if any, and with  such  designations,
preferences  and  relative,  participating,  optional  or   other
special  rights, and qualifications, limitations or  restrictions
thereof,  as  shall be stated and expressed in the resolution  or
revolutions providing for the issue thereof adopted by the  Board
of  Directors  and  as  are  not  stated  and  expressed  in  the
Certificate of Incorporation.

      3.    Pursuant  to authority conferred upon  the  Board  of
Directors  by  the  Certificate of Incorporation,  the  Board  of
Directors by resolution duly adopted at a meeting held on  August
30,  2000,  duly authorized and adopted the following resolutions
providing  for  a series to be designated "Series  B  Convertible
Preferred Stock";

     RESOLVED, that issue of a series of Preferred Stock, $0.0001
     par  value  per  share,  of  the Corporation  consisting  of
     1,234,500   shares  designated  as  "Series  B   Convertible
     Preferred  Stock", is hereby provided for,  and  the  voting
     power, designation, preferences and relative, participating,
     optional  or  other special rights, and the  qualifications,
     limitations or restrictions thereof, of such series shall be
     as  set forth below, and upon the effective date said series
     shall  be  deemed to be included in and be  a  part  of  the
     Certificate of Incorporation of the Corporation pursuant  to
     the  provisions  of  Sections 104 and  151  of  the  General
     Corporation Law of the State of Delaware:

              SERIES B CONVERTIBLE PREFERRED STOCK

      Designation;  Number of Shares.  The  designation  of  such
series   of  Preferred  Stock  shall  be  "Series  B  Convertible
Preferred  Stock"  (hereinafter referred  to  as  the  "Series  B
Stock")  and  the  number of authorized shares  constituting  the
Series  B  Stock is One Million Two Hundred Thirty-Four  Thousand
Five  Hundred (1,234,500).  The Series B Stock shall be deemed  a
separate  series of Preferred Stock, and shall be apart from  any
other series of Preferred Stock.

Part 1.  Liquidation.

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      Upon  any  liquidation, dissolution, or winding up  of  the
Corporation, the holders of Series B Stock will be entitled to be
paid  before  any  distribution or payment is  made  upon  Junior
Securities  (as  defined  below) and after  any  distribution  or
payment  is  made  upon Senior Securities (as defined  below)  an
amount  in  cash  equal  to the aggregate Liquidation  Value  (as
defined  below) of all shares of Series B Stock outstanding,  and
the holders of Series B Stock will not be entitled to any further
payment.   If upon any such liquidation, dissolution, or  winding
up of the Corporation, the Corporation's assets to be distributed
among  the  holders of Series B Stock are insufficient to  permit
payment  to such holders of the aggregate amount which  they  are
entitled  to  be  paid, then the entire assets to be  distributed
will  be  distributed ratably among such holders based  upon  the
aggregate  Liquidation Value of the Series B Stock held  by  each
such  holder.  The Corporation will mail written notice  of  such
liquidation,  dissolution, or winding up not less  then  30  days
prior  to the payment date stated therein, to each record  holder
of  Series B Stock.  Neither the consolidation or merger  of  the
Corporation  into or with any other corporation or  corporations,
nor the sale or transfer by the Corporation of all or any part of
its  assets,  nor  the  reduction of the  capital  stock  of  the
Corporation,  will be deemed to be liquidation,  dissolution,  or
winding up of the Corporation within the meaning of this Part 1.

Part 2.  Dividends.

      2A.   Entitlement.  The holders of Series B Stock shall  be
entitled to receive cumulative dividends when and as declared  by
the  Corporation's  Board of Directors  out  of  funds  available
therefor under applicable law.  Such dividends shall be  paid  to
the  holders  of  record at the close of  business  on  the  date
specified by the Board of Directors at the time such dividend  is
declared;  provided, however, that such date shall  not  be  more
than  sixty (60) days nor less than ten (10) days prior  to  each
respective  Dividend Payment Date (as defined  below  under  this
Part 2).

      2B.   Accrual Rate.  Dividends on each share  of  Series  B
Stock  shall accrue cumulatively on a daily basis at the rate  of
8.00%  per  annum  of  the  Liquidation Value  thereof,  but  not
including  such portion of the Liquidation Value, if  any,  which
constitutes accrued and unpaid dividends, from and including  the
date of issuance of such share to and including the date on which
the Redemption Price (as defined below) of such share is paid  or
the  date  on  which such share is converted into  Common  Stock.
Such  dividends  shall  accrue whether  or  not  they  have  been
declared  and whether or not there are profits, surplus or  other
funds  of  the Corporation legally available for the  payment  of
dividends.   The  date on which the Corporation initially  issues
any share of the Series B Stock will be deemed to be its "date of
issuance" regardless of the number of times transfer of any  such
share  is  made  on the stock records maintained by  or  for  the
Corporation  and  regardless of the number of certificates  which
may be issued to evidence any such share.

      2C.   Dividend Payment Dates.  Dividends on  the  Series  B
Stock  shall be payable semi-annually on June 30 and December  31
of  each year (the "Dividend Payment Dates"); provided, that  the
first  Dividend  Payment Date shall be December  31,  2000.   All
dividends  which  have accrued on each share of  Series  B  Stock
outstanding  during  the period ending upon  each  such  Dividend
Payment Date will be added to the Liquidation Value of such share
and will remain a part thereof until such dividends are paid.

      2D.   Manner of Payment.  Dividends on the Series  B  Stock
shall  be  paid  to  the holders in cash or in-kind  through  the
issuance  of Common Stock, as determined at the election  of  the
Corporation  within  sixty  (60)  days  following  each  Dividend
Payment  Date.  If paid in-kind with Common Stock, the number  of
shares  issued to each holder shall be equal to the dollar amount
of  the  dividend divided by the average Market Price (as defined
below)  per share of Common Stock over the five (5) trading  days
immediately preceding the date on which the dividend is declared,
rounded up to the nearest whole share.

      2E.   Certain  Restrictions.  The  Corporation  shall  not,
without the prior written consent of the holders of a majority of
Series  B  Stock,  (i) declare, order or pay any dividend  (other
than  dividends payable solely in shares of stock) on any  Junior
Securities or (ii) redeem any shares of Junior Securities, unless
and  until  the  Corporation  shall  have  redeemed  all  of  the
outstanding  Series B Stock or all shares of Series B  Stock  are
converted to Common Stock.

      2F.   Distribution of Partial Dividend Payments; Fractional
Shares.  If at any time the Corporation pays less than the  total
amount  of  dividends then accrued with respect to the  Series  B
Stock, such payment will be distributed ratably among the holders
of  such  Series  B  Stock based upon the aggregate  accrued  but
unpaid  dividends

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on such Series B Stock held  by  each  holder.
Each  fractional  share of Series B Stock  outstanding,  if  any,
shall  be  entitled  to  a ratably proportionate  amount  of  all
dividends to which each outstanding full share of such  Series  B
Stock is entitled hereunder.

Part 3.  Conversion Rights.

     3A.  Holder Conversion Procedure.  Subject to the provisions
set  forth  below,  each  share  of  Series  B  Stock  shall   be
convertible  at the option of the holder thereof, in  the  manner
hereinafter  set forth, into that number of fully paid  and  non-
assessable shares of Common Stock determined as set forth  below.
Any holder of Series B Stock desiring to convert such shares into
shares  of  Common  Stock  shall  surrender  the  certificate  or
certificates  for  the shares being converted, duly  endorsed  or
assigned to the Corporation or in blank, at the principal  office
of  the Corporation or at the bank or trust company appointed  by
the Corporation for that purpose, accompanied by a written notice
of  conversion specifying the number of shares of Series B  Stock
to be converted and the name or names in which such holder wishes
the certificate or certificates for shares of Common Stock to  be
issued.   After the receipt of such notice of conversion and  the
certificates  for the Series B Stock converted,  the  Corporation
shall  promptly  issue  and deliver or cause  to  be  issued  and
delivered to such holder a certificate or certificates for shares
of  Common  Stock resulting from such conversion.  In  case  less
than  all  of  the  shares  of Series B Stock  represented  by  a
certificate are to be converted by a holder, upon such conversion
the  Corporation shall also deliver or cause to be  delivered  to
such  holder  a  certificate or certificates for  the  shares  of
Series  B Stock not so converted.  The Corporation shall pay  all
transfer  agent fees and expenses payable upon the conversion  of
Series B Stock.

       3B.    Company  Conversion  Procedure.   Subject  to   the
provisions set forth below, each share of Series B Stock shall be
convertible  at  the  option  of  the  Company,  in  the   manner
hereinafter  set forth, into that number of fully paid  and  non-
assessable shares of Common Stock determined as set forth  below.
The  Company  must convert all Series B Stock if it converts  any
Series  B  Stock.  The Company may elect to convert the Series  B
Stock  to  Common Stock by resolution of the Board  of  Directors
("Conversion Resolution") duly adopted at a meeting of  Directors
or  by  unanimous written consent of the Directors, if as of  the
close  of  business  on  the Business Day  immediately  preceding
adoption of such resolution the Company Conversion Conditions (as
defined below) have been met.  Written notice of conversion shall
be  sent  not less than five Business Days following the  day  on
which  the  Conversion Resolution is adopted to  all  holders  of
record of the Series B Stock at their addresses appearing on  the
books  and  records  of the Corporation specifying  the  date  of
conversion,  which  shall  not be  less  than  20  calendar  days
following the date such notice is given.  Promptly after the date
of  conversion set forth in the notice, each holder of the Series
B  Stock shall surrender the certificate or certificates for  the
shares  to  the  Corporation  at  the  principal  office  of  the
Corporation  or  at the bank or trust company  appointed  by  the
Corporation  for  that  purpose.   After  the  receipt   of   the
certificates  for the Series B Stock converted,  the  Corporation
shall  promptly  issue  and deliver or cause  to  be  issued  and
delivered to such holder a certificate or certificates for shares
of  Common Stock resulting from such conversion.  The Corporation
shall  pay all transfer agent fees and expenses payable upon  the
conversion of Series B Stock.

     3C.  Conversion Rate.  Each share of Series B Stock shall be
convertible  into  the  number of fully  paid  and  nonassessable
shares   of   Common  Stock  which  results  from  dividing   the
"Conversion Price" in effect at the time of conversion  into  the
"Conversion  Value".  The initial Conversion Price per  share  of
Series B Stock shall be $2.00.  The Conversion Value per share of
Series  B  Stock  shall be $10.00.  The initial Conversion  Price
shall be subject to adjustment as set forth in paragraph 3D.

      3D.  Conversion Price Adjustments of Preferred Stock.   The
Conversion  Price  of  the Series B Stock  shall  be  subject  to
adjustment from time to time as set forth below.

     (1)  Adjustment Provisions.  If the Corporation shall issue,
after the date upon which any shares of Series B Stock were first
issued  (the  "Purchase Date"), any Additional Stock (as  defined
below)  without  consideration or for a consideration  per  share
less than the Conversion Price in effect immediately prior to the
issuance of such Additional Stock, the Conversion Price in effect
immediately  prior to each such issuance shall forthwith  (except
as otherwise provided in this clause (i)) be reduced to the price
per  share at which the Corporation issued or sold, or is  deemed
to  have issued or sold, such shares of Common Stock.  Except  to
the  limited  extent provided for in subparagraphs  3D(1)(c)(iii)
and  (iv), no adjustment of the Conversion Price pursuant to this
subparagraph  3D(1)  shall  have the  effect  of  increasing  the
Conversion Price above the Conversion Price in effect immediately
prior to such adjustment.

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           (a)   In the case of the issuance of Common Stock  for
cash, the consideration shall be deemed to be the amount of  cash
paid   therefor   before  deducting  any  reasonable   discounts,
commissions  or other expenses allowed, paid or incurred  by  the
Corporation for any underwriting or otherwise in connection  with
the issuance and sale thereof.

           (b)   In the case of the issuance of the Common  Stock
for  a  consideration in whole or in part other  than  cash,  the
consideration  other than cash shall be deemed  to  be  the  fair
value  thereof  as  determined in good  faith  by  the  Board  of
Directors.

          (c)  In the case of the issuance of options to purchase
or  rights  to  subscribe for Common Stock, securities  by  their
terms  convertible  into  or exchangeable  for  Common  Stock  or
options  to  purchase or rights to subscribe for such convertible
or  exchangeable securities, the following provisions shall apply
for  all  purposes of this subparagraph 3D(1)(c) and subparagraph
3D(1)(d):

                (i)   The  aggregate maximum number of shares  of
Common Stock deliverable upon exercise (assuming the satisfaction
of   any   conditions   to  exercisability,   including   without
limitation, the passage of time, but without taking into  account
potential  antidilution adjustments) of such options to  purchase
or  rights to subscribe for Common Stock shall be deemed to  have
been  issued at the time such options or rights were  issued  and
for a consideration equal to the consideration (determined in the
manner  provided  in subparagraphs 3D(1)(a)  and  (b)),  if  any,
received by the Corporation upon the issuance of such options  or
rights  plus the minimum exercise price provided in such  options
or  rights  (without  taking into account potential  antidilution
adjustments) for the Common Stock covered thereby.

                (ii)  The  aggregate maximum number of shares  of
Common  Stock  deliverable  upon conversion  of  or  in  exchange
(assuming the satisfaction of any conditions to convertibility or
exchangeability, including, without limitation,  the  passage  of
time,  but  without  taking into account  potential  antidilution
adjustments) for any such convertible or exchangeable  securities
or  upon  the  exercise  of  options to  purchase  or  rights  to
subscribe  for  such convertible or exchangeable  securities  and
subsequent  conversion or exchange thereof, shall  be  deemed  to
have  been issued at the time such securities were issued or such
options  or rights were issued and for a consideration  equal  to
the  consideration, if any, received by the Corporation  for  any
such securities and related options or rights (excluding any cash
received  on  account of accrued interest or accrued  dividends),
plus the minimum additional consideration, if any, to be received
by   the  Corporation  (without  taking  into  account  potential
antidilution adjustments) upon the conversion or exchange of such
securities or the exercise of any related options or rights  (the
consideration  in  each  case  to be  determined  in  the  manner
provided in subparagraphs 3D(1)(a) and (b)).

               (iii)     In the event of any change in the number
of  shares  of  Common Stock deliverable or in the  consideration
payable  to  the  Corporation upon exercise of  such  options  or
rights  or upon conversion of or in exchange for such convertible
or  exchangeable securities, (excluding a change resulting solely
from  the antidilution provisions thereof if such change  results
from  an  event  which  gives rise to an antidilution  adjustment
under this paragraph 3D), the Conversion Price, to the extent  in
any  way  affected by or computed using such options,  rights  or
securities,  shall be recomputed to reflect such change,  but  no
further  adjustment  shall be made for  the  actual  issuance  of
Common  Stock  or  any  payment of such  consideration  upon  the
exercise  of  any  such options or rights or  the  conversion  or
exchange of such securities.

                (iv)  Upon the expiration of any such options  or
rights, the termination of any such rights to convert or exchange
or  the  expiration  of  any options or rights  related  to  such
convertible or exchangeable securities, the Conversion Price,  to
the extent in any way affected by or computed using such options,
rights  or  securities  or  options or  rights  related  to  such
securities, shall be recomputed to reflect the issuance  of  only
the  number  of  shares  of  Common  Stock  (and  convertible  or
exchangeable  securities which remain in effect) actually  issued
upon  the exercise of such options or rights, upon the conversion
or  exchange  of  such  securities or upon the  exercise  of  the
options or rights related to such securities.

                (v)   The number of shares of Common Stock deemed
issued  and  the consideration deemed paid therefor  pursuant  to
subparagraphs   3D(1)(c)(i)  and  (ii)  shall  be   appropriately
adjusted to reflect any change, termination or expiration of  the
type described in either subparagraphs 3D(1)(c)(iii) and (iv).

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          (d)  "Additional Stock" shall mean any shares of Common
Stock  issued  (or  deemed  to  have  been  issued  pursuant   to
subparagraphs  3D(1)(c)) by the Corporation  after  the  Purchase
Date other than

               (i)  Common Stock issued pursuant to a transaction
described in subparagraphs 3D(1)(e) hereof;

                (ii)  shares of Common Stock issuable  or  issued
pursuant  to  a  stock  option,  warrant,  conversion  right,  or
purchase right outstanding as of the Purchase Date; or

                (iii)      Common  Stock issued or issuable  upon
conversion or in payment of dividends on the Corporation's Series
A  Convertible Preferred Stock as constituted on August 30, 2000,
or on the Series B Stock.

          (e)  In the event the Corporation should at any time or
from  time to time after the Purchase Date 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 to as "Common Stock Equivalents")  without
payment  of  any 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 of such record date (or the  date  of
such  dividend distribution, split or subdivision  if  no  record
date  is fixed), the Conversion Price of the Series B Stock shall
be appropriately decreased so that the number of shares of Common
Stock  issuable on conversion of each share of the Series B Stock
shall  be  increased  in  proportion  to  such  increase  in  the
aggregate  of  shares  of  Common  Stock  outstanding  and  those
issuable with respect to such Common Stock Equivalents.

            (f)    If  the  number  of  shares  of  Common  Stock
outstanding at any time after the Purchase Date is decreased by a
combination  of  the  outstanding shares of Common  Stock,  then,
following  the  record date of such combination,  the  Conversion
Price for the Series B Stock shall be appropriately increased  so
that  the number of shares of Common Stock issuable on conversion
of  each  share  of  the  Series B Stock shall  be  decreased  in
proportion to such decrease in outstanding shares.

      (2)   Other  Distributions.  In the event  the  Corporation
shall  declare  a  distribution payable in  securities  of  other
persons,  evidences of indebtedness issued by the Corporation  or
other  persons, assets (excluding cash dividends) or  options  or
rights not referred to in subparagraph 3D(1), then, in each  such
case  for the purpose of this subparagraph 3D(2), the holders  of
the Series B Stock shall be entitled to a proportionate share  of
any  such  distribution as though they were the  holders  of  the
number  of  shares of Common Stock of the Corporation into  which
their  shares of Series B Stock are convertible as of the  record
date  fixed for the determination of the holders of Common  Stock
of the Corporation entitled to receive such distribution.

     (3)  Recapitalizations.  If at any time or from time to time
there shall be a recapitalization of the Common Stock (other than
a   subdivision,  combination  or  merger  or  sale   of   assets
transaction   provided  for  elsewhere  in  this  paragraph   3D)
provision shall be made so that the holders of the Series B Stock
shall  thereafter be entitled to receive upon conversion  of  the
Series  B Stock the number of shares of stock or other securities
or property of the Corporation or otherwise, to which a holder of
Common Stock deliverable upon conversion would have been entitled
on   such   recapitalization.   In  any  such  case,  appropriate
adjustment shall be made in the application of the provisions  of
this  paragraph 3D with respect to the rights of the  holders  of
the Series B Stock after the recapitalization to the end that the
provisions  of  this paragraph 3D (including  adjustment  of  the
Conversion Price then in effect and the number of shares issuable
upon  conversion of the Series B Stock) shall be applicable after
that event as nearly equivalent as may be practicable.

       (4)   Dividend  Payment  Adjustment.   In  the  event  the
Corporation  fails  to pay any dividend within  sixty  (60)  days
following  the  applicable Dividend Payment Date, the  Conversion
Price then in effect shall be reduced by subtracting from it  the
"Default Amount."  The initial Default Amount shall be $0.25, and
the  Default  Amount will be decreased or increased in  the  same
manner  as  adjustment  of  the  Conversion  Price  described  in
subparagraphs 3D(1)(e) and (f).

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      (5)  No Impairment.  The Corporation will not, by amendment
of    its   Certificate   of   Incorporation   or   through   any
reorganization,    recapitalization,    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 paragraph 3D 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 B Stock against impairment.

     (6)  No Fractional Shares and Certificate as to Adjustments.
No  fractional shares shall be issued upon the conversion of  any
share  or shares of the Series B Stock, and the number of  shares
of  Common  Stock to be issued shall be rounded  to  the  nearest
whole share.  Whether or not fractional shares are issuable  upon
such  conversion shall be determined on the basis  of  the  total
number  of  shares of Series B Stock the holder is  at  the  time
converting into Common Stock and the number of shares  of  Common
Stock issuable upon such aggregate conversion.

      (7)   Notice  of Adjustment.  Upon the occurrence  of  each
adjustment  or readjustment of the Conversion Price  pursuant  to
this  paragraph  3D,  the  Corporation,  at  its  expense,  shall
promptly  compute such adjustment or readjustment  in  accordance
with  the terms hereof and prepare and furnish to each holder  of
Series  B  Stock a certificate setting forth such  adjustment  or
readjustment  and  showing in detail the facts  upon  which  such
adjustment or readjustment is based.  The Corporation shall, upon
the  written request at any time of any holder of Series B Stock,
furnish  or  cause  to  be  furnished  to  such  holder  a   like
certificate  setting forth (a) such adjustment and  readjustment,
(b)  the  Conversion  Price at the time in effect,  and  (c)  the
number of shares of Common Stock and the amount, if any, of other
property  which at the time would be received upon the conversion
of a share of Series B Stock.

      (8)  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 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 B 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 or right,  and  the
amount and character of such dividend, distribution or right.

      (9)   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  B  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 B 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 B Stock, in  addition  to  such
other  remedies as shall be available to the holder of the Series
B  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  purposes,  including,
without  limitation,  engaging in  best  efforts  to  obtain  the
requisite  stockholder  approval of any  necessary  amendment  to
these provisions.

     (10) Notices.  Any notice required by the provisions of this
Section 4 to be given to the holders of shares of Series B  Stock
shall  be  deemed given if deposited in the United  States  mail,
postage  prepaid, and addressed to each holder of record  at  his
address appearing on the books of the Corporation.

      3E.   Effect of Conversion.  As of the date the Corporation
receives  notice of conversion from the holder of  the  Series  B
Stock  under  paragraph  3A, above, or  the  third  calendar  day
following the day on which notice of conversion by the Company to
the holders of Series B Stock under paragraph 3B is deposited  in
the  U.S.  Mail  with first class postage prepaid (a  "Conversion
Date"),  all rights pertaining to the Series B Stock will  cease,
and  such  Series  B Stock will not be deemed to be  outstanding.
All  certificates  representing the Series  B  Stock  subject  to
conversion will represent only the right to receive Common  Stock
of  the  Corporation under this Part 3 and payment of all accrued
and unpaid dividends as of the Conversion Date.

      3F.   Converted Shares.  Any shares of Series B Stock which
at  any  time have been converted shall be canceled, may  not  be
reissued  as Series B Stock, and shall be returned to the  status
of  authorized  and  unissued shares of Preferred  Stock  without
designation as to series.

                                  E-6
<PAGE>

Part 4.  Voting Rights.

      The  Series B Stock shall have no voting rights, except  as
required in the specific instance by the General Corporation  Law
of  Delaware and except the right to approve by majority vote  of
the holders of the Series B Stock: the authorization and issuance
of any class or series of Preferred Stock senior to the Series  B
Stock;  any amendment, modification, or repeal of the Certificate
of  Incorporation of the Corporation if the powers,  preferences,
or  special  rights  of  the Series B Stock  would  be  adversely
affected; and, the imposition of any restriction on the Series  B
Stock,   other  than  restrictions  arising  under  the   General
Corporation  Law of Delaware or the resolution of  the  Board  of
Directors approving the Series B Stock.

Part 5.  Redemption.

      5A.   Redemption Price.  For each share of Series  B  Stock
which is to be redeemed, the Corporation will be obligated on the
Redemption  Date (as defined below) to pay to the holder  thereof
(upon  surrender  by  such holder at the Corporation's  principal
office or to the Corporation's transfer agent of the certificates
representing  such  shares  of  Series  B  Stock)  an  amount  in
immediately available funds equal to the Liquidation  Value  plus
all accrued dividends as of the Redemption Date.

      5B.   Notice  of  Redemption.  The  Corporation  will  mail
written  notice  of each redemption of Series  B  Stock  to  each
record holder of Series B Stock not more than sixty (60) nor less
than  thirty (30) days prior to the date on which such redemption
is  to be made.  The date specified in such notice for redemption
is herein referred to as the "Redemption Date."

      5C.   Termination  of Rights.  On the Redemption  Date  all
rights  pertaining  to  the Series B Stock,  including,  but  not
limited to, any right of conversion, will cease, and such  Series
B  Stock  will not be deemed to be outstanding.  All certificates
representing  the  Series  B  Stock subject  to  redemption  will
represent  only  the right to receive payment in accordance  with
the provisions of this Part 5.

      5D.   Redeemed or Otherwise Acquire Shares.  Any shares  of
Series  B Stock which are redeemed or otherwise acquired  by  the
Corporation  shall be canceled, may not be reissued as  Series  B
Stock,  and  shall  be returned to the status of  authorized  and
unissued  shares  of Preferred Stock without  designation  as  to
series.

      5E.  Optional Redemption.  The Corporation may, at any time
on  or  after January 1, 2005, redeem all or any portion  of  the
Series B Stock.

Part 6.  Definitions.

      "Business  Day"  shall mean a day other  than  a  Saturday,
Sunday or other day on which commercial banks in Salt Lake  City,
Utah are authorized by law to close.

     "Common Stock" means the Common Stock, $0.0001 par value per
share,  of the Corporation and any capital stock of any class  of
the  Corporation hereafter authorized which is not limited  to  a
fixed sum or percentage of par or stated value in respect to  the
rights of the holders thereof to participate in dividends  or  in
the distribution or assets upon any liquidation, dissolution,  or
winding up of the Corporation.

     "Conversion Conditions" consist of the following conditions:

          (i)   The shares of Common Stock issuable on conversion
     of  the  Series B Stock are registered for resale under  the
     Securities Act of 1933, or are eligible for sale under  Rule
     144(k) promulgated under the Securities Act of 1933; and

          (ii)  The  Market Price for the Common Stock  during  a
     period  of thirty (30) consecutive trading days is not  less
     than $4.00 per share.
      "Junior  Securities" means any of the Corporation's  equity
securities  other  than the Series B Stock and the  Corporation's
Series A Convertible Preferred Stock as constituted on August 30,
2000.

                                  E-7
<PAGE>


      "Liquidation  Value"  of  any Series  B  Stock  as  of  any
particular date will be equal to $10.00 per share.

     "Market Price" of the Common Stock on any relevant date
shall be determined as follows:

          (i)   If the Common Stock is not at the time listed  or
     admitted to trading on any national securities exchange  but
     is traded on the Nasdaq Stock Market, the Market Price shall
     be the mean between the highest closing "bid" quotation of a
     share of Common Stock on such date as reported by the Nasdaq
     National Market or any successor system.

          (ii)  If  the  Common Stock is at the  time  listed  or
     admitted  to  trading  on any national securities  exchange,
     then the Market Price shall be the closing selling price per
     share on the date in question on the securities exchange, as
     such  price  is officially quoted in the composite  tape  of
     transactions on such exchange.  If there is no reported sale
     of  Common  Stock on such exchange on the date in  question,
     then  the  Market Price for that date shall be  the  closing
     selling price on the exchange on the last preceding date for
     which such quotation exists.

          (iii)      If  the Common Stock is not listed  on  such
     date on any national securities exchange nor included in the
     Nasdaq  Stock  Market, but is traded in the over-the-counter
     market,  the highest closing "bid" quotation of a  share  of
     Common  Stock  on  such date as reported  on  the  NASD  OTC
     Bulletin Board.

      "Person" means an individual, a partnership, a corporation,
an  association, a joint stock company, a trust, a joint venture,
an  unincorporated organization and a governmental entity or  any
department, agency or political subdivision thereof.

       "Senior  Securities"  means  the  Corporation's  Series  A
Convertible Preferred Stock as constituted on August 30, 2000.

                *               *               *

           IN  WITNESS  WHEREOF, the Corporation has caused  this
certificate  to  be  executed  by  G.  Douglas  Smith,  its  Vice
President,  and  attested to by Paul Jarman, its Secretary,  this
21st day of September, 2000.

                                   BUYERSONLINE.COM, INC.

                                  /s/ G. Douglas Smith, Vice President

ATTEST

By /s/ Paul Jarman, Secretary

                                  E-8
<PAGE>