EXHIBIT 4.1
                                    EXHIBIT A
                                    ---------

               DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES
                                     OF THE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                           HIENERGY TECHNOLOGIES, INC.


2.2.1.  Series  A  Convertible  Preferred  Stock.
        ----------------------------------------

2.2.1.1.     Designation  and  Rank.
             ----------------------

     The designation of such series of the Preferred Stock shall be the Series A
Convertible  Preferred  Stock,  par  value  $0.0001  per  share  (the  "Series A
Preferred  Stock").  The  maximum  number  of shares of Series A Preferred Stock
shall  be  Three  Hundred Forty-Five (345) Shares.  The Series A Preferred Stock
shall  rank  prior to the common stock, par value $0.0001 per share (the "Common
Stock"),  and  to  all  other  classes  and  series  of equity securities of the
corporation  which  by  its terms does not rank senior to the Series A Preferred
Stock  ("Junior  Stock").  The  Series A Preferred Stock shall be subordinate to
and  rank  junior  to  all  indebtedness  of  the  corporation  now or hereafter
outstanding.

2.2.1.2.     Dividends.
             ---------

(a)     Payment  of  Dividends.  The  holders  of  record of shares of Series A
         ----------------------
Preferred  Stock  prior  to  the  Mandatory Conversion Date shall be entitled to
receive,  out  of any assets at the time legally available therefor and when and
as  declared  by  the Board of Directors, dividends at the rate of eight percent
(8%)  of  the  stated Liquidation Preference Amount (as defined below) per share
per  annum commencing on the first date of issuance (the "Issuance Date") of the
Series  A  Preferred Stock (the "Dividend Payment"), and no more, payable at the
option  of  the  corporation  in cash or in shares of Common Stock, in an amount
equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion
Price  (as  defined  in  Section  2.2.1.5(d)  below).  Notwithstanding  the
foregoing,  the  Dividend Payment for the first year following the Issuance Date
shall  be  payable  on  the  Issuance Date to the holders of record of shares of
Series  A  Preferred  Stock  in shares of Common Stock which shall be registered
pursuant  to  an  effective  registration  statement under the Securities Act of
1933,  as  amended,  and  the Dividend Payment for the second year following the
Issuance  Date  shall  be payable within one day of the first year following the
Issuance  Date  which,  if  paid in shares of Common Stock, shall carry standard
piggyback  registration  rights.  In  the  case  of shares of Series A Preferred
Stock  issued following the Issuance Date or otherwise outstanding for less than
a  full  year (measured with respect to the relevant anniversary of the Issuance
Date),  dividends  shall  be  pro rated based on the portion of each year during
which  such  shares  are  outstanding,  and the holder of any Series A Preferred
Stock  that  ceases to be outstanding shall be liable to the corporation for the

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unearned  portion  of  any  dividend paid in advance.  Dividends on the Series A
Preferred  Stock  shall be cumulative, shall accrue and be payable in accordance
with  the  terms  and  provisions  of this Section 2.2.1.2(a).  Dividends on the
Series  A  Preferred  Stock  are  prior  and in preference to any declaration or
payment  of  any  distribution  (as  defined below) on any outstanding shares of
Common Stock or any other equity securities of the corporation ranking junior to
the  Series  A  Preferred  Stock as to the payment of dividends.  Such dividends
shall  accrue  on each share of Series A Preferred Stock from day to day whether
or not earned or declared so that if such dividends with respect to any previous
dividend  period  at  the  rate  provided  for  herein have not been paid on, or
declared  and  set apart for, all shares of Series A Preferred Stock at the time
outstanding,  the  deficiency  shall be fully paid on, or declared and set apart
for,  such  shares  on  a pro rata basis with all other equity securities of the
corporation  ranking  on  a  parity  with the Series A Preferred Stock as to the
payment  of  dividends before any distribution shall be paid on, or declared and
set  apart  for  Common  Stock or any other equity securities of the corporation
ranking  junior  to the Series A Preferred Stock as to the payment of dividends.

(b)  So  long  as  any  shares  of Series A Preferred Stock are outstanding, the
corporation shall not declare, pay or set apart for payment any dividend or make
any  distribution  on  any  Junior  Stock (other than dividends or distributions
payable  in  additional  shares  of  Junior  Stock),  unless at the time of such
dividend  or distribution the corporation shall have paid all accrued and unpaid
dividends  on  the  outstanding  shares  of  Series  A  Preferred  Stock.

(c)     In  the  event  of  a  dissolution,  liquidation  or  winding  up of the
corporation pursuant to Section 2.2.1.4, all accrued and unpaid dividends on the
Series  A Preferred Stock shall be payable on the day immediately preceding
the  date  of  payment  of  the  preferential  amount to the holders of Series A
Preferred  Stock. In the event of (i) a mandatory redemption pursuant to Section
2.2.1.9  or  (ii)  a  redemption  upon the occurrence of a Major Transaction (as
defined  in  Section  2.2.1.8(c))  or  a Triggering Event (as defined in Section
2.2.1.8(d)),  all  accrued  and unpaid dividends on the Series A Preferred Stock
shall  be  payable on the day immediately preceding the date of such redemption.
In  the  event  of  a  voluntary  conversion pursuant to Section 2.2.1.5(a), all
accrued  and  unpaid  dividends  on the Series A Preferred Stock being converted
shall  be payable on the day immediately preceding the Voluntary Conversion Date
(as  defined  in  Section  2.2.1.5(b)(i)).

(d)     For  purposes  hereof,  unless  the  context  otherwise  requires,
"distribution"  shall  mean  the  transfer  of  cash  or  property  without
consideration,  whether  by  way of dividend or otherwise, payable other than in
shares  of  Common  Stock  or other equity securities of the corporation, or the
purchase  or redemption of shares of the corporation (other than redemptions set
forth  in Section 2.2.1.8 below or repurchases of Common Stock held by employees
or  consultants  of  the  corporation  upon  termination  of their employment or
services  pursuant  to  agreements  providing  for  such  repurchase or upon the
cashless  exercise  of  options  held  by  employees or consultants) for cash or
property.

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2.2.1.3.     Voting Rights.
              -------------

(a)     Class  Voting  Rights.  The  Series  A  Preferred  Stock shall have the
         ---------------------
following  class  voting  rights  (in addition to the voting rights set forth in
Section  2.2.1.3(b)  hereof).  So  long  as any shares of the Series A Preferred
Stock  remain  outstanding,  the  corporation shall not, without the affirmative
vote  or consent of the holders of at least three-fourths (3/4) of the shares of
the  Series  A  Preferred  Stock  outstanding at the time, given in person or by
proxy,  either  in writing or at a meeting, in which the holders of the Series A
Preferred  Stock  vote  separately  as  a class: (i) authorize, create, issue or
increase the authorized or issued amount of any class or series of stock ranking
prior  to the Series A Preferred Stock, with respect to the distribution of
assets  on  liquidation, dissolution or winding up, including but not limited to
the  issuance  of  any  more  shares  of  previously  authorized Common Stock or
Preferred  Stock, ranking prior to the Series A Preferred Stock, with respect to
the  distribution  of  assets  on  liquidation,  dissolution or winding up; (ii)
amend,  alter  or repeal the provisions of the Series A Preferred Stock, whether
by  merger,  consolidation  or  otherwise,  so as to adversely affect any right,
preference, privilege or voting power of the Series A Preferred Stock; provided,
                                                                       --------
however,  that any creation and issuance of another series of Junior Stock shall
-------
not be deemed to adversely affect such rights, preferences, privileges or voting
powers;  (iii)  repurchase,  redeem  or  pay  dividends  on,  shares  of  the
corporation's  Junior Stock; (iv) amend the Articles of Incorporation or By-Laws
of  the  corporation  so  as  to  affect  materially  and  adversely  any right,
preference, privilege or voting power of the Series A Preferred Stock; provided,
                                                                       --------
however, that any creation and issuance of another series of Junior Stock or any
-------
other  class  or  series  of  equity securities which by its terms shall rank on
parity  with  the Series A Preferred Stock shall not be deemed to materially and
adversely  affect  such  rights,  preferences,  privileges or voting powers; (v)
effect  any  distribution  with  respect to Junior Stock; or (vi) reclassify the
corporation's  outstanding  securities.

(b)      General  Voting Rights.  Except with respect to transactions upon which
         ----------------------
the  Series  A  Preferred  Stock shall be entitled to vote separately as a class
pursuant  to  Section  2.2.1.3(a)  above  and  except  as  otherwise required by
Washington  law,  the Series A Preferred Stock shall have no voting rights.  The
Common  Stock into which the Series A Preferred Stock is convertible shall, upon
issuance,  have  all  of  the same voting rights as other issued and outstanding
Common  Stock  of  the  corporation.

2.2.1.4.        Liquidation Preference.
                ----------------------

(a)     In  the  event  of  the  liquidation,  dissolution  or winding up of the
affairs  of  the corporation, whether voluntary or involuntary, after payment or
provision for payment of the debts and other liabilities of the corporation, the
holders of shares of the Series A Preferred Stock then outstanding shall be
entitled  to  receive,  out of the assets of the corporation whether such assets
are  capital or surplus of any nature, an amount equal to $10,000 per share (the
"Liquidation  Preference  Amount")  of  the  Series  A  Preferred Stock plus any
accrued  and  unpaid  dividends  before  any payment shall be made or any assets
distributed  to  the  holders of the Common Stock or any other Junior Stock.  If
the  assets of the corporation are not sufficient to pay in full the Liquidation

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Preference  Amount  plus any accrued and unpaid dividends payable to the holders
of  outstanding  shares  of  the  Series  A  Preferred  Stock  and any series of
preferred  stock  or  any  other  class  of  stock  on a parity, as to rights on
liquidation,  dissolution or winding up, with the Series A Preferred Stock, then
all  of  said  assets  will  be  distributed  among  the holders of the Series A
Preferred  Stock  and  the  other classes of stock on a parity with the Series A
Preferred  Stock, if any, ratably in accordance with the respective amounts that
would  be  payable  on  such  shares if all amounts payable thereon were paid in
full.  The liquidation payment with respect to each outstanding fractional share
of  Series A Preferred Stock shall be equal to a ratably proportionate amount of
the  liquidation  payment  with  respect  to  each outstanding share of Series A
Preferred  Stock.  All payments for which this Section 2.2.1.4(a) provides shall
be  in  cash,  property  (valued  at  its fair market value as determined by the
corporation's  independent,  outside  accountant)  or  a  combination  thereof;
provided,  however, that no cash shall be paid to holders of Junior Stock unless
---------  -------
each  holder of the outstanding shares of Series A Preferred Stock has been paid
in  cash  the  full  Liquidation  Preference  Amount plus any accrued and unpaid
dividends to which such holder is entitled as provided herein.  After payment of
the  full Liquidation Preference Amount plus any accrued and unpaid dividends to
which  each  holder  is  entitled,  such holders of shares of Series A Preferred
Stock  will  not  be  entitled  to  any  further  participation  as  such in any
distribution  of  the  assets  of  the  corporation.

(b)     A  consolidation  or  merger  of  the corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the corporation, or the effectuation by the corporation of a transaction
or  series  of  transactions  in which more than 50% of the voting shares of the
corporation is disposed of or conveyed, shall not be deemed to be a liquidation,
dissolution,  or  winding up within the meaning of this Section 2.2.1.4.  In the
event  of  the  merger  or consolidation of the corporation with or into another
corporation,  the  Series  A Preferred Stock shall maintain its relative powers,
designations  and  preferences  provided  for  herein and no merger shall result
inconsistent  therewith.

(c)     Written  notice of any voluntary or involuntary liquidation, dissolution
or  winding up of the affairs of the corporation, stating a payment date and the
place  where the distributable amounts shall be payable, shall be given by mail,
postage  prepaid,  no  less  than forty-five (45) days prior to the payment date
stated  therein,  to  the  holders  of record of the Series A Preferred Stock at
their  respective  addresses  as  the  same  shall  appear  on  the books of the
corporation.

2.2.1.5.      Conversion.
              ----------

     The  holder of Series A Preferred Stock shall have the following conversion
rights  (the  "Conversion  Rights"):

(a)      Right  to  Convert.  At  any  time  on  or after the Issuance Date, the
         ------------------
holder  of  any  such  shares  of Series A Preferred Stock may, at such holder's
option, subject to the limitations set forth in Section 2.2.1.7 herein, elect to
     convert  (a  "Voluntary  Conversion")  all  or any portion of the shares of
Series  A  Preferred  Stock  held by such person into a number of fully paid and
nonassessable  shares  of  Common  Stock  (the  "Conversion  Rate") equal to the

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quotient  of  (i)  the  Liquidation  Preference Amount of the shares of Series A
Preferred Stock being converted divided by (ii) the Conversion Price (as defined
in  Section  2.2.1.5(d)  below) then in effect as of the date of the delivery by
such  holder  of  its  notice  of  election  to  convert.

(b)      Mechanics  of Voluntary Conversion.  The Voluntary Conversion of Series
         ----------------------------------
A  Preferred  Stock  shall  be  conducted  in  the  following  manner:

(i)     Holder's  Delivery  Requirements.  To  convert Series A Preferred Stock
         --------------------------------
into  full shares of Common Stock on any date (the "Voluntary Conversion Date"),
the  holder  thereof shall (A) transmit by facsimile (or otherwise deliver), for
receipt  on or prior to 5:00 p.m., New York time on such date, a copy of a fully
executed  notice  of  conversion  in  the form attached hereto as Exhibit I (the
                                                                  ---------
"Conversion  Notice"), to the corporation, and (B) surrender to a common carrier
for  delivery to the corporation as soon as practicable following such Voluntary
Conversion Date but in no event later than six (6) business days after such date
the  original  certificates  representing  the shares of Series A Preferred
Stock  being  converted  (or an indemnification undertaking with respect to such
shares  in  the  case of their loss, theft or destruction) (the "Preferred Stock
Certificates")  and  the  originally  executed  Conversion  Notice.

(ii)      Corporation's  Response.  Upon  receipt  by  the  corporation  of  a
          -----------------------
facsimile  copy  of a Conversion Notice, the corporation shall immediately send,
via  facsimile,  a  confirmation  of  receipt  of such Conversion Notice to such
holder.  Upon  receipt by the corporation of the Preferred Stock Certificates to
be  converted  pursuant  to  a  Conversion  Notice, together with the originally
executed  Conversion  Notice,  the  corporation or its designated transfer agent
(the  "Transfer  Agent"),  as  applicable, shall, subject to compliance with all
applicable  securities  laws  and as provided by relevant agreements between the
holder and the corporation, within three (3) business days following the date of
receipt  by  the  corporation  of both, issue and deliver to the Depository
Trust  corporation  ("DTC")  account  on  the  Holder's  behalf  via the Deposit
                      ---
Withdrawal  Agent  Commission  System  ("DWAC")  as  specified in the Conversion
                                         ----
Notice,  registered in the name of the holder or its designee, for the number of
shares  of Common Stock to which the holder shall be entitled.  If the number of
shares  of  Preferred  Stock  represented  by the Preferred Stock Certificate(s)
submitted  for  conversion  is  greater  than  the  number of shares of Series A
Preferred  Stock  being  converted,  then  the  corporation  shall,  as  soon as
practicable  and in no event later than three (3) business days after receipt of
the  Preferred  Stock Certificate(s) and at the corporation's expense, issue and
deliver  to the holder a new Preferred Stock Certificate representing the number
of  shares of Series A Preferred Stock not converted.  If shares of Common Stock
may  not,  in  the opinion of the corporation's counsel, be delivered to the DTC
via  the  DWAC,  and  the  holder  refuses  to make such accommodations as would
satisfy  the  corporation's  counsel  to  clear the shares through the DWAC, the
corporation  may  issue  the holder shares of Common Stock bearing a restrictive
legend.

(iii)      Dispute  Resolution.  In  the  case of a dispute as to the arithmetic
           -------------------
calculation  of  the  number  of  shares  of  Common  Stock  to  be  issued upon
conversion,  the  corporation  shall  promptly issue to the holder the number of
shares  of  Common  Stock  that  is not disputed and shall submit the arithmetic
calculations  to  the  holder via facsimile as soon as possible, but in no event
later  than  two  (2)  business  days  after receipt of such holder's Conversion

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Notice.  If  such  holder  and  the  corporation  are  unable  to agree upon the
arithmetic calculation of the number of shares of Common Stock to be issued upon
such  conversion  within  one  (1) business day of such disputed arithmetic
calculation being submitted to the holder, then the corporation shall within one
(1) business day submit via facsimile the disputed arithmetic calculation of the
number  of  shares  of  Common  Stock  to  be issued upon such conversion to the
corporation's  independent, outside accountant.  The corporation shall cause the
accountant to perform the calculations and notify the corporation and the holder
of  the  results  no later than seventy-two (72) hours from the time it receives
the  disputed calculations.  Such accountant's calculation shall be binding upon
all  parties  absent manifest error.  The reasonable expenses of such accountant
in  making such determination shall be paid by the corporation, in the event the
holder's  calculation  was  correct,  or  by  the  holder,  in  the  event  the
corporation's  calculation  was  correct,  or equally by the corporation and the
holder  in  the event that neither the corporation's or the holder's calculation
was  correct.  The period of time in which the corporation is required to effect
conversions or redemptions under this Certificate of Designation shall be tolled
with  respect  to the subject conversion or redemption pending resolution of any
dispute  by  the  corporation  made  in  good  faith and in accordance with this
Section  2.2.1.5(b)(iii).

(iv)      Record  Holder.  The  person or persons entitled to receive the shares
          --------------
of Common Stock issuable upon a conversion of the Series A Preferred Stock shall
be  treated for all purposes as the record holder or holders of such shares
of  Common  Stock  on  the  Conversion  Date.

(v)      Corporation's  Failure to Timely Convert.  If within three (3) business
         ----------------------------------------
days  of  the  corporation's  receipt of the Conversion Notice and the Preferred
Stock Certificates to be converted (the "Share Delivery Period") the corporation
shall  fail to issue and deliver to a holder the number of shares of Common
Stock  to  which  such  holder  is entitled upon such holder's conversion of the
Series  A  Preferred  Stock  or  to  issue  a  new  Preferred  Stock Certificate
representing  the  number  of  shares  of Series A Preferred Stock to which such
holder  is entitled pursuant to Section 2.2.1.5(b)(ii) (a "Conversion Failure"),
in  addition  to  all  other  available  remedies  which  such holder may pursue
hereunder  and under the Series A Convertible Preferred Stock Purchase Agreement
dated  as  of  September 2002 (the "Purchase Agreement") between the corporation
and  the  initial  holders  of  the  Series  A  Preferred  Stock  (including
indemnification  pursuant to Section 2.2.1.6 thereof), the corporation shall pay
additional  damages  to  such holder on each business day after such third (3rd)
business day that such conversion is not timely effected in an amount equal 0.5%
of the product of (A) the sum of the number of shares of Common Stock not issued
to  the holder on a timely basis pursuant to Section 2.2.1.5(b)(ii) and to which
such  holder is entitled and, in the event the corporation has failed to deliver
a  Preferred  Stock  Certificate  to  the  holder  on a timely basis pursuant to
Section  2.2.1.5(b)(ii),  the  number  of  shares  of Common Stock issuable upon

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conversion  of  the  shares  of  Series  A  Preferred  Stock represented by such
Preferred  Stock Certificate, as of the last possible date which the corporation
could  have  issued  such  Preferred  Stock  Certificate  to such holder without
violating  Section 2.2.1.5(b)(ii) times (B) the Closing Bid Price (as defined in
Section  2.2.1.5(d)(ii)  below)  of  the  Common Stock on the last possible date
which  the  corporation  could  have issued such Common Stock and such Preferred
Stock  Certificate, as the case may be, to such holder without violating Section
2.2.1.5(b)(ii).  If  the  corporation  fails  to  pay the additional damages set
forth  in  this  Section 2.2.1.5(b)(v) within five (5) business days of the date
incurred, then such payment shall bear interest at the rate of 2% per month (pro
rated  for  partial  months)  until  such  payments  are  made.

(c)     Mandatory  Conversion.
        ---------------------

(i)     Subject  to  Section  2.2.1.7  hereof,  each share of Series A Preferred
Stock  outstanding  on  the  Mandatory  Conversion Date shall, automatically and
without  any  action on the part of the holder thereof, convert into a number of
fully paid and nonassessable shares of Common Stock equal to the quotient of (i)
the Liquidation Preference Amount of the shares of Series A Preferred Stock
outstanding  on  the  Mandatory  Conversion  Date divided by (ii) the Conversion
Price  in  effect  on  the  Mandatory  Conversion  Date.

(ii)     As  used herein, "Mandatory Conversion Date" shall be the date which is
two  (2)  years following the Issuance Date.  Notwithstanding the foregoing, the
Mandatory  Conversion  Date  shall  be extended for as long as  (A) a Triggering
Event,  as  defined  in  Section  2.2.1.8(d)(ii)  through (v) hereof, shall have
occurred  and  be  continuing  or  (B)  any  event  shall  have  occurred and be
continuing  which  with the passage of time and the failure to cure would result
in  such  a  Triggering  Event.  The Mandatory Conversion Date and the Voluntary
Conversion  Date collectively are referred to in this Certificate of Designation
as  the  "Conversion  Date."

(iii)     On  the  Mandatory Conversion Date, the outstanding shares of Series A
Preferred  Stock  shall be converted automatically 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,
                                                                  --------
however,  that  the  corporation  shall  not be obligated to issue the shares of
-------
Common  Stock issuable upon conversion of any shares of Series A Preferred Stock
unless  certificates  evidencing  such  shares  of  Series A Preferred Stock are
either  delivered to the corporation or the holder notifies the corporation that
such  certificates  have  been  lost,  stolen,  or  destroyed,  and  executes an
agreement  satisfactory to the corporation to indemnify the corporation from any
loss  incurred  by  it  in  connection  therewith.  Upon  the  occurrence of the
automatic  conversion  of  the Series A Preferred Stock pursuant to this Section
2.2.1.5,  the  holders  of  the  Series  A  Preferred  Stock shall surrender the
Preferred Stock Certificates representing the Series A Preferred Stock for which
the  Mandatory  Conversion  Date  has  occurred  to  the  corporation  and  the
corporation  shall  deliver  the  shares  of  Common  Stock  issuable  upon such
conversion  (in  the  same  manner  set  forth in Section 2.2.1.5(b)(ii)) to the
holder within three (3) business days of the holder's delivery of the applicable
Preferred  Stock  Certificates.

(d)      Conversion  Price.
         -----------------

(i)     The  term  "Conversion  Price"  shall  mean  $1.15 per share, subject to
adjustment  under  Section  2.2.1.5(e)  hereof.

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(ii)     The  term  "Closing  Bid  Price" shall mean, for any security as of any
date,  the last closing bid price of such security in the OTC Bulletin Board, or
such  other  senior  United  States  trading  facility as it may elect, for such
security  as  reported by Bloomberg, or, if no closing bid price is reported for
such  security  by  Bloomberg,  the last closing trade price of such security as
reported  by  Bloomberg, or, if no last closing trade price is reported for such
security  by  Bloomberg,  the average of the bid prices of any market makers for
such security as reported in the "pink sheets" by the National Quotation Bureau,
Inc.  If  the  Closing  Bid Price cannot be calculated for such security on
such  date on any of the foregoing bases, the Closing Bid Price of such security
on  such  date  shall  be  the  fair  market value as mutually determined by the
corporation  and the holders of a majority of the outstanding shares of Series A
Preferred  Stock.

(e)      Adjustments  of  Conversion  Price.
         ----------------------------------

(i)      Adjustments  for  Stock  Splits  and  Combinations.  If the corporation
         --------------------------------------------------
shall  at  any time or from time to time after the Issuance Date, effect a stock
split  of  the  outstanding  Common  Stock,  the  Conversion  Price  shall  be
proportionately decreased.  If the corporation shall at any time or from time to
time  after  the  Issuance  Date,  combine the outstanding shares of Common
Stock, the Conversion Price shall be proportionately increased.  Any adjustments
under  this Section 2.2.1.5(e)(i) shall be effective at the close of business on
the  date  the  stock  split  or  combination  occurs.

(ii)      Adjustments  for  Certain  Dividends  and  Distributions.  If  the
          --------------------------------------------------------
corporation shall at any time or from time to time after the Issuance Date, make
or  issue  or  set a record date for the determination of holders of Common
Stock  entitled to receive a dividend or other distribution payable in shares of
Common  Stock,  then, and in each event, the Conversion Price shall be decreased
as  of  the  time  of such issuance or, in the event such record date shall have
been  fixed, as of the close of business on such record date, by multiplying, as
applicable,  the  Conversion  Price  then  in  effect  by  a  fraction:

               (1) the numerator of which shall be 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; and

               (2)  the denominator of which shall be 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 the
          number  of shares of Common Stock issuable in payment of such dividend
          or  distribution.

(iii)     Adjustment for Other Dividends and Distributions.  If the corporation
          ------------------------------------------------
     shall  at  any  time  or from time to time after the Issuance Date, make or
issue  or  set  a  record  date for the determination of holders of Common Stock
entitled  to  receive  a  dividend  or  other distribution payable in other than
shares  of Common Stock, then, and in each event, an appropriate revision to the
applicable  Conversion  Price  shall  be  made  and  provision shall be made (by
adjustments  of the Conversion Price or otherwise) so that the holders of Series
A  Preferred  Stock  shall  receive upon conversions thereof, in addition to the


                                  Page 8 of 20
<PAGE>
number of shares of Common Stock receivable thereon, the number of securities of
the  corporation  which  they  would  have received had their Series A Preferred
Stock  been  converted  into  Common  Stock  on  the  date of such event and had
thereafter,  during  the period from the date of such event to and including the
Conversion  Date,  retained  such  securities  (together  with any distributions
payable  thereon  during  such  period),  giving  application to all adjustments
called for during such period under this Section 2.2.1.5(e)(iii) with respect to
the  rights  of  the  holders  of  the  Series  A  Preferred  Stock.

(iv)      Adjustments  for  Reclassification,  Exchange or Substitution.  If the
          -------------------------------------------------------------
Common  Stock  issuable  upon  conversion of the Series A Preferred Stock at any
time  or  from time to time after the Issuance Date shall be changed to the same
or  different  number  of  shares  of  any class or classes of stock, whether by
reclassification,  exchange,  substitution  or otherwise (other than by way of a
stock split or combination of shares or stock dividends provided for in Sections
2.2.1.5(e)(i),  (ii) and (iii), or a reorganization, merger, consolidation,
or  sale  of  assets  provided  for in Section 2.2.1.5(e)(v)), then, and in each
event,  an  appropriate  revision  to  the  Conversion  Price  shall be made and
provisions  shall  be made (by adjustments of the Conversion Price or otherwise)
so  that  the  holder  of  each share of Series A Preferred Stock shall have the
right thereafter to convert such share of Series A Preferred Stock into the kind
and  amount  of  shares  of  stock  and  other  securities  receivable  upon
reclassification,  exchange,  substitution  or  other  change, by holders of the
number  of  shares  of  Common Stock into which such share of Series A Preferred
Stock  might  have  been  converted  immediately prior to such reclassification,
exchange,  substitution  or  other  change, all subject to further adjustment as
provided  herein.

(v)      Adjustments  for  Reorganization,  Merger,  Consolidation  or  Sales of
         -----------------------------------------------------------------------
Assets.  If at any time or from time to time after the Issuance Date there shall
be  a  capital  reorganization  of  the corporation (other than by way of a
stock  split  or  combination  of  shares  or  stock  dividends or distributions
provided  for  in  Section 2.2.1.5(e)(i), (ii) and (iii), or a reclassification,
exchange or substitution of shares provided for in Section 2.2.1.5(e)(iv)), 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 properties or assets
to any other person (an "Organic Change"), then as a part of such Organic Change
an  appropriate  revision  to  the  Conversion Price shall be made and provision
shall  be made (by adjustments of the Conversion Price or otherwise) so that the
holder of each share of Series A Preferred Stock shall have the right thereafter
to  convert  such  share of Series A Preferred Stock into the kind and amount of
shares  of  stock  and  other  securities  or property of the corporation or any
successor  corporation  resulting  from  Organic  Change.  In  any  such  case,
appropriate  adjustment  shall  be  made in the application of the provisions of
this  Section  2.2.1.5(e)(v)  with  respect  to the rights of the holders of the
Series A Preferred Stock after the Organic Change to the end that the provisions
of  this Section 2.2.1.5(e)(v) (including any adjustment in the Conversion Price
then in effect and the number of shares of stock or other securities deliverable
upon  conversion  of  the  Series A Preferred Stock) shall be applied after that
event  in  as  nearly  an  equivalent  manner  as  may  be  practicable.

(f)      No Impairment.  The corporation shall not, by amendment of its Articles
         -------------
of  Incorporation  or  through  any  reorganization,  transfer  of  assets,

                                  Page 9 of 20
<PAGE>
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 Section 2.2.1.5 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  A Preferred Stock against impairment.  In the event a holder shall elect
to  convert  any  shares  of  Series  A  Preferred Stock as provided herein, the
corporation  cannot refuse conversion based on any claim that such holder or any
one  associated or affiliated with such holder has been engaged in any violation
of  law,  unless,  an  injunction  from  a  court, on notice, restraining and/or
adjoining  conversion of all or of said shares of Series A Preferred Stock shall
have been issued and the corporation posts a surety bond for the benefit of such
holder  in  the  amount  of  the difference between the Conversion Price and the
Closing  Bid  Price  on  the  trading  day  preceding  the date of the attempted
conversion multiplied by the number of shares of Series A Preferred Stock sought
to  be  converted,  which  bond  shall  remain in effect until the completion of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to  such  holder  in  the  event  it  obtains  judgment.

(g)      Certificates  as to Adjustments.  Upon occurrence of each adjustment or
         -------------------------------
readjustment  of  the  Conversion  Price  or  number  of  shares of Common Stock
issuable  upon  conversion  of  the  Series  A  Preferred Stock pursuant to this
Section  2.2.1.5,  the  corporation  at  its expense shall promptly compute such
adjustment  or  readjustment  in accordance with the terms hereof and furnish to
each  holder  of  such Series A Preferred Stock a certificate setting forth such
adjustment  and  readjustment,  showing  in  detail  the  facts  upon which such
adjustment  or  readjustment  is  based.  The  corporation  shall,  upon written
request  of  the  holder of such affected Series A Preferred Stock, at any time,
furnish or cause to be furnished to such holder a like certificate setting forth
such  adjustments  and readjustments, the Conversion Price in effect at the
time,  and the number of shares of Common Stock and the amount, if any, of other
securities  or  property which at the time would be received upon the conversion
of a share of such Series A Preferred Stock.  Notwithstanding the foregoing, the
corporation  shall  not  be  obligated  to  deliver  a  certificate  unless such
certificate  would  reflect  an  increase or decrease of at least one percent of
such  adjusted  amount.

(h)      Issue  Taxes.  The  corporation  shall  pay any and all issue and other
         ------------
taxes,  excluding  federal,  state or local income taxes, that may be payable in
respect  of  any  issue  or  delivery of shares of Common Stock on conversion of
shares of Series A Preferred Stock pursuant thereto; provided, however, that the
                                                     --------  -------
corporation shall not be obligated to pay any transfer taxes resulting from
any  transfer  requested  by  any holder in connection with any such conversion.

(i)      Notices.  All  notices  and  other communications hereunder shall be in
         -------
writing  and  shall  be  deemed given if delivered personally or by facsimile or
three  (3) business days following being mailed by certified or registered mail,
postage  prepaid, return-receipt requested, addressed to the holder of record at
its  address  appearing  on  the books of the corporation.  The corporation will
give  written  notice to each holder of Series A Preferred Stock at least twenty
(20) days prior to the date on which the corporation closes its books or takes a
record  (I)  with  respect  to any dividend or distribution upon the Common
Stock, (II) with respect to any pro rata subscription offer to holders of Common
Stock  or  (III)  for  determining  rights  to  vote with respect to any Organic

                                  Page 10 of 20
<PAGE>
Change, dissolution, liquidation or winding-up and in no event shall such notice
be  provided  to  such  holder prior to such information being made known to the
public.  The  corporation will also give written notice to each holder of Series
A  Preferred  Stock  at  least  twenty  (20) days prior to the date on which any
Organic Change, dissolution, liquidation or winding-up will take place and in no
event  shall  such  notice  be provided to such holder prior to such information
being  made  known  to  the  public.

(j)      Fractional  Shares.  No  fractional  shares  of  Common  Stock shall be
         ------------------
issued  upon  conversion  of  the  Series  A  Preferred  Stock.  In  lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
corporation  shall  pay cash equal to the product of such fraction multiplied by
the  average  of  the  Closing  Bid  Prices of the Common Stock for the five (5)
consecutive  trading  immediately  preceding  the  Voluntary  Conversion Date or
Mandatory  Conversion  Date,  as  applicable.

(k)      Reservation  of  Common  Stock.  The  corporation shall, so long as any
         ------------------------------
shares  of  Series A Preferred Stock are outstanding, reserve and keep available
out  of  its  authorized  and  unissued  Common Stock, solely for the purpose of
effecting  the conversion of the Series A Preferred Stock, such number of shares
of  Common  Stock  as  shall  from  time  to  time  be  sufficient to effect the
conversion  of  all  of  the Series A Preferred Stock then outstanding; provided
                                                                        --------
that  the  number of shares of Common Stock so reserved shall at no time be less
than 200% of the number of shares of Common Stock for which the shares of Series
A  Preferred  Stock  are  at  any  time convertible.  The initial number of
shares  of Common Stock reserved for conversions of the Series A Preferred Stock
and  each  increase  in  the number of shares so reserved shall be allocated pro
rata  among  the  holders of the Series A Preferred Stock based on the number of
shares  of  Series A Preferred Stock held by each holder at the time of issuance
of the Series A Preferred Stock or increase in the number of reserved shares, as
the  case may be.  In the event a holder shall sell or otherwise transfer any of
such  holder's  shares  of  Series  A  Preferred Stock, each transferee shall be
allocated  a  pro  rata portion of the number of reserved shares of Common Stock
reserved  for  such  transferor.  Any  shares of Common Stock reserved and which
remain  allocated  to  any  person  or  entity which does not hold any shares of
Series A Preferred Stock shall be allocated to the remaining holders of Series A
Preferred  Stock,  pro  rata based on the number of shares of Series A Preferred
Stock  then  held  by  such holder.  The corporation shall, from time to time in
accordance with the Washington Business Corporation Act, increase the authorized
number  of  shares  of  Common  Stock  if  at  any  time  the unissued number of
authorized  shares  shall  not  be  sufficient  to  satisfy  the  corporation's
obligations  under  this  Section  2.2.1.5(k).

(l)      Retirement  of  Series  A  Preferred  Stock.  Conversion  of  Series  A
         -------------------------------------------
Preferred  Stock  shall  be  deemed  to  have  been  effected  on the applicable
Voluntary  Conversion  Date  or  Mandatory  Conversion  Date,  and  such date is
referred  to  herein  as  the  "Conversion  Date".    Upon  conversion of only a
portion  of  the  number  of shares of Series A Preferred Stock represented by a
certificate  surrendered for conversion, the corporation shall issue and deliver
to such holder at the expense of the corporation, a new certificate covering the
number  of  shares of Series A Preferred Stock representing the unconverted
portion of the certificate so surrendered as required by Section 2.2.1.5(b)(ii).

                                  Page 11 of 20
<PAGE>
(m)      Regulatory  Compliance.  If  any  shares of Common Stock to be reserved
         ----------------------
for  the  purpose of conversion of Series A Preferred Stock require registration
or  listing  with  or  approval of any governmental authority, stock exchange or
other  regulatory body under any federal or state law or regulation or otherwise
before  such  shares  may  be  validly  issued or delivered upon conversion, the
corporation  shall,  at  its  sole  cost  and  expense,  in  good  faith  and as
expeditiously  as  possible,  endeavor  to  secure such registration, listing or
approval,  as  the  case  may  be.

2.2.1.6.      No Preemptive Rights.
              --------------------

     Except as provided in Section 2.2.1.5 hereof and in the Purchase Agreement,
no  holder  of  the  Series  A  Preferred  Stock  shall be entitled to rights to
subscribe  for,  purchase or receive any part of any new or additional shares of
any  class, whether now or hereinafter authorized, or of bonds or debentures, or
other  evidences  of indebtedness convertible into or exchangeable for shares of
any  class,  but  all  such  new or additional shares of any class, or any bond,
debentures  or  other evidences of indebtedness convertible into or exchangeable
for  shares,  may  be  issued  and disposed of by the Board of Directors on such
terms  and  for such consideration (to the extent permitted by law), and to such
person  or  persons  as  the Board of Directors in their absolute discretion may
deem  advisable.

2.2.1.7.      Conversion Restrictions.
              -----------------------

(a)     Notwithstanding anything to the contrary set forth in Section 2.2.1.5 of
     this  Certificate  of  Designation,  at  no  time may a holder of shares of
Series  A  Preferred Stock convert shares of the Series A Preferred Stock if the
number  of shares of Common Stock to be issued pursuant to such conversion would
exceed,  when  aggregated  with  all  other shares of Common Stock owned by such
holder  at such time, the number of shares of Common Stock which would result in
such  holder  owning  more  than 4.99% of all of the Common Stock outstanding at
such  time;  provided,  however,  that upon a holder of Series A Preferred Stock
             --------   -------
providing  the  corporation with sixty-one (61) days notice (pursuant to Section
2.2.1.5(i)  hereof)  (the  "Waiver Notice") that such holder would like to waive
Section  2.2.1.7(a) of this Certificate of Designation with regard to any or all
shares  of  Common  Stock  issuable upon conversion of Series A Preferred Stock,
this  Section  2.2.1.7(a)  shall  be  of no force or effect with regard to those
shares  of  Series  A Preferred Stock referenced in the Waiver Notice; provided,
                                                                       --------
further,  that  this provision shall be of no further force or effect during the
-------
sixty-one  (61)  days  immediately  preceding  the  Mandatory  Conversion  Date.

(b)     Notwithstanding anything to the contrary set forth in Section 2.2.1.5 of
this  Certificate  of  Designation,  at  no  time may a holder of shares of
Series  A  Preferred Stock convert shares of the Series A Preferred Stock if the
number  of shares of Common Stock to be issued pursuant to such conversion would
exceed,  when  aggregated  with  all  other shares of Common Stock owned by such
holder  at  such  time,  would  result  in  such  holder beneficially owning (as
determined  in  accordance  with Section 13(d) of the Securities Exchange Act of
1934,  as  amended,  and  the  rules thereunder) in excess of 9.999% of the then

                                  Page 12 of 20
<PAGE>
issued  and  outstanding  shares  of  Common  Stock  outstanding  at  such time;
provided, however, that upon a holder of Series A Preferred Stock  providing the
          -------
corporation  with  a  Waiver Notice that such holder would like to waive Section
2.2.1.7(b)  of  this Certificate of Designation with regard to any or all shares
of  Common  Stock  issuable  upon  conversion  of Series A Preferred Stock, this
Section 2.2.1.7(b) shall be of no force or effect with regard to those shares of
Series  A  Preferred  Stock  referenced in the Waiver Notice; provided, further,
                                                              --------  -------
that  this provision shall be of no further force or effect during the sixty-one
(61)  days  immediately  preceding  the  Mandatory  Conversion  Date.

2.2.1.8.      Redemption.
              ----------

(a)      Redemption  Option  Upon  Major  Transaction.  In addition to all other
         --------------------------------------------
rights of the holders of Series A Preferred Stock contained herein, simultaneous
with  the occurrence of a Major Transaction (as defined below), each holder
of  Series  A  Preferred Stock shall have the right, at such holder's option, to
require  the  corporation  to redeem all or a portion of such holder's shares of
Series  A Preferred Stock at a price per share of Series A Preferred Stock equal
to  100%  of  the  Liquidation  Preference  Amount  plus  any accrued but unpaid
dividends  and  liquidated  damages  (the "Major Transaction Redemption Price").

(b)      Redemption  Option  Upon  Triggering  Event.  In  addition to all other
         -------------------------------------------
rights  of  the  holders  of  Series A Preferred Stock contained herein, after a
Triggering  Event  (as  defined  below), each holder of Series A Preferred Stock
shall  have  the  right,  at such holder's option, to require the corporation to
redeem all or a portion of such holder's shares of Series A Preferred Stock at a
     price  per  share  of  Series  A  Preferred  Stock  equal  to  100%  of the
Liquidation  Preference  Amount  plus  any  accrued  but  unpaid  dividends  and
liquidated  damages  (the  "Triggering Event Redemption Price" and, collectively
with  the  "Major  Transaction  Redemption  Price,"  the  "Redemption  Price").

(c)     "Major  Transaction".  A  "Major  Transaction"  shall  be deemed to have
        --------------------
occurred  at  such  time  as  any  of  the  following  events:

          (i)  the  consolidation,  merger  or other business combination of the
     corporation  with  or  into  another  Person  (other than (A) pursuant to a
     migratory  merger  effected  solely  for  the  purpose  of  changing  the
     jurisdiction  of  incorporation  of the corporation or (B) a consolidation,
     merger  or other business combination in which holders of the corporation's
     voting  power  immediately  prior  to  the  transaction  continue after the
     transaction  to  hold,  directly  or  indirectly,  the  voting power of the
     surviving  entity  or entities necessary to elect a majority of the members
     of the board of directors (or their equivalent if other than a corporation)
     of  such  entity  or  entities).

          (ii)  the  sale  or  transfer  of  all  or  substantially  all  of the
     corporation's  assets;  or

          (iii) consummation of a purchase, tender or exchange offer made to the
     holders  of  more  than  30%  of  the  outstanding  shares of Common Stock.

                                  Page 13 of 20
<PAGE>

(d)      "Triggering  Event".  A  "Triggering  Event"  shall  be  deemed to have
          ------------------
occurred  at  such  time  as  any  of  the  following  events:

          (i) so long as any shares of Series A Preferred Stock are outstanding,
     the  effectiveness  of  the  Registration  Statement  lapses for any reason
     (including,  without  limitation,  the  issuance  of  a  stop  order) or is
     unavailable  to  the holder of the Series A Preferred Stock for sale of the
     shares  of  Common  Stock, and such lapse or unavailability continues for a
     period  of  ten  consecutive  trading days, provided that the cause of such
     lapse  or unavailability is not due to factors solely within the control of
     such  holder  of  Series  A  Preferred  Stock;

          (ii) the suspension from listing or the failure of the Common Stock to
     be  listed  on  the OTC Bulletin Board for a period of five (5) consecutive
     days;

          (iii)  the  corporation's  notice  to any holder of Series A Preferred
     Stock,  including  by  way  of  public  announcement,  at  any time, of its
     inability  to comply (including for any of the reasons described in Section
     2.2.1.9) or its intention not to comply with proper requests for conversion
     of  any  Series  A  Preferred  Stock  into  shares  of  Common  Stock;

          (iv)  the  corporation's  failure  to  comply with a Conversion Notice
     tendered  in  accordance  with  the  provisions  of  this  Certificate  of
     Designation  within  ten  (10)  business  days  after  the  receipt  by the
     corporation  of the Conversion Notice and the Preferred Stock Certificates;
     or

          (v) the corporation breaches any representation, warranty, covenant or
     other  term  or  condition  of  the Purchase Agreement, this Certificate of
     Designation  or  any  other  agreement,  document,  certificate  or  other
     instrument  delivered  in  connection  with  the  transactions contemplated
     thereby  or  hereby, except to the extent that such breach would not have a
     Material  Adverse Effect (as defined in the Purchase Agreement) and except,
     in the case of a breach of a covenant which is curable, only if such breach
     continues  for  a  period  of  a  least  ten  (10)  days.

(e)     Mechanics  of  Redemption at Option of Buyer Upon Major Transaction.  No
        -------------------------------------------------------------------
sooner  than  fifteen  (15)  days  nor  later  than  ten  (10) days prior to the
consummation of a Major Transaction, but not prior to the public announcement of
such  Major  Transaction,  the  corporation  shall  deliver  written notice
thereof  via  facsimile and overnight courier ("Notice of Major Transaction") to
each  holder of Series A Preferred Stock.  At any time after receipt of a Notice
of  Major  Transaction  (or,  in  the event a Notice of Major Transaction is not
delivered  at  least  ten  (10)  days  prior to a Major Transaction, at any time
within  ten  (10)  days  prior  to  a Major Transaction), any holder of Series A
Preferred  Stock  then  outstanding  may  require  the  corporation  to  redeem,
effective  immediately  prior to the consummation of such Major Transaction, all
of  the holder's Series A Preferred Stock then outstanding by delivering written
notice  thereof  via  facsimile  and overnight courier ("Notice of Redemption at
Option  of  Buyer  Upon  Major Transaction") to the corporation, which Notice of
Redemption  at  Option  of  Buyer  Upon Major Transaction shall indicate (i) the
number  of  shares  of  Series A Preferred Stock that such holder is electing to

                                  Page 14 of 20
<PAGE>
redeem and (ii) the applicable Major Transaction Redemption Price, as calculated
pursuant  to  Section  2.2.1.8(a)  above.

(f)       Mechanics  of  Redemption  at  Option  of Buyer Upon Triggering Event.
          ---------------------------------------------------------------------
Within  one  (1) day after the occurrence of a Triggering Event, the corporation
shall  deliver  written  notice  thereof  via  facsimile  and  overnight courier
("Notice  of  Triggering Event") to each holder of Series A Preferred Stock.  At
any time after the earlier of a holder's receipt of a Notice of Triggering Event
and  such holder becoming aware of a Triggering Event, any holder of Series
A  Preferred Stock then outstanding may require the corporation to redeem all of
the  Series A Preferred Stock by delivering written notice thereof via facsimile
and  overnight courier ("Notice of Redemption at Option of Buyer Upon Triggering
Event")  to  the corporation, which Notice of Redemption at Option of Buyer Upon
Triggering  Event  shall indicate (i) the number of shares of Series A Preferred
Stock  that such holder is electing to redeem and (ii) the applicable Triggering
Event  Redemption  Price,  as  calculated  pursuant to Section 2.2.1.8(b) above.

(g)     Payment  of  Redemption  Price.  Upon  the  corporation's  receipt  of a
        ------------------------------
Notice(s)  of Redemption at Option of Buyer Upon Triggering Event or a Notice(s)
of  Redemption  at  Option  of  Buyer  Upon Major Transaction from any holder of
Series  A  Preferred Stock, the corporation shall immediately notify each holder
of  Series  A  Preferred Stock by facsimile of the corporation's receipt of such
Notice(s) of Redemption at Option of Buyer Upon Triggering Event or Notice(s) of
Redemption  at Option of Buyer Upon Major Transaction and each holder which
has  sent  such  a notice shall promptly submit to the corporation such holder's
Preferred Stock Certificates which such holder has elected to have redeemed. The
corporation  shall  deliver  the  applicable  Major Transaction Redemption Price
immediately  prior to the consummation of the Major Transaction; provided that a
                                                                 --------
holder's  Preferred  Stock  Certificates  shall  have  been  so delivered to the
corporation; provided further that if the corporation is unable to redeem all of
             -------- -------
the  Series  A  Preferred  Stock to be redeemed, the corporation shall redeem an
amount from each holder of Series A Preferred Stock being redeemed equal to such
holder's  pro-rata  amount  (based on the number of shares of Series A Preferred
Stock held by such holder relative to the number of shares of Series A Preferred
Stock  outstanding)  of  all  Series  A  Preferred Stock being redeemed.  If the
corporation  shall  fail to redeem all of the Series A Preferred Stock submitted
for  redemption  (other  than  pursuant  to  a  dispute  as  to  the  arithmetic
calculation  of  the Redemption Price), in addition to any remedy such holder of
Series  A Preferred Stock may have under this Certificate of Designation and the
Purchase  Agreement,  the applicable Redemption Price payable in respect of such
unredeemed  Series A Preferred Stock shall bear interest at the rate of 2.0% per
month  (prorated  for partial months) until paid in full.  Until the corporation
pays  such  unpaid  applicable Redemption Price in full to a holder of shares of
Series  A  Preferred  Stock submitted for redemption, such holder shall have the
option  (the  "Void  Optional  Redemption  Option")  to,  in lieu of redemption,
require  the  corporation to promptly return to such holder(s) all of the shares
of Series A Preferred Stock that were submitted for redemption by such holder(s)
under this Section 2.2.1.8 and for which the applicable Redemption Price has not
been  paid,  by  sending written notice thereof to the corporation via facsimile
(the  "Void  Optional  Redemption  Notice").   Upon the corporation's receipt of
such  Void  Optional  Redemption  Notice(s)  and  prior  to  payment of the full
applicable  Redemption  Price to such holder, (i) the Notice(s) of Redemption at
Option  of  Buyer  Upon Major Transaction shall be null and void with respect to

                                  Page 15 of 20
<PAGE>
those  shares of Series A Preferred Stock submitted for redemption and for which
the  applicable  Redemption  Price has not been paid, (ii) the corporation shall
immediately  return any Series A Preferred Stock submitted to the corporation by
each  holder  for  redemption  under  this  Section 2.2.1.8(d) and for which the
applicable  Redemption Price has not been paid and (iii) the Conversion Price of
such returned shares of Series A Preferred Stock shall be adjusted to the lesser
of  (A)  the  Conversion  Price  and (B) the lowest Closing Bid Price during the
period  beginning  on the date on which the Notice(s) of Redemption of Option of
Buyer  Upon  Major Transaction is delivered to the corporation and ending on the
date  on  which  the  Void  Optional  Redemption  Notice(s)  is delivered to the
corporation;  provided that no adjustment shall be made if such adjustment would
              --------
result  in  an  increase  of  the  Conversion  Price then in effect.  A holder's
delivery  of  a  Void  Optional  Redemption  Notice  and  exercise of its rights
following such notice shall not effect the corporation's obligations to make any
payments which have accrued prior to the date of such notice.  Payments provided
for  in  this  Section  2.2.1.8  shall  have  priority  to  payments  to  other
stockholders  in  connection  with  a  Major  Transaction.

2.2.1.9.      Inability to Fully Convert.
              --------------------------

(a)      Holder's  Option  If  corporation  Cannot  Fully Convert.  If, upon the
         --------------------------------------------------------
corporation's  receipt  of  a  Conversion  Notice or on the Mandatory Conversion
Date,  the corporation cannot issue shares of Common Stock registered for resale
under  the Registration Statement for any reason, including, without limitation,
because  the  corporation  (x)  does  not  have a sufficient number of shares of
Common Stock authorized and available, (y) is otherwise prohibited by applicable
law  or  by  the  rules  or  regulations of any stock exchange, interdealer
quotation  system  or  other self-regulatory organization with jurisdiction over
the  corporation or its securities from issuing all of the Common Stock which is
to  be  issued  to a holder of Series A Preferred Stock pursuant to a Conversion
Notice  or  (z)  fails  to  have  a  sufficient number of shares of Common Stock
registered  for  resale  under  the Registration Statement, then the corporation
shall  issue as many shares of Common Stock as it is able to issue in accordance
with  such  holder's  Conversion  Notice  and pursuant to Section 2.2.1.5(b)(ii)
above and, with respect to the unconverted Series A Preferred Stock, the holder,
solely  at  such holder's option, can elect, within five (5) business days after
receipt  of  notice  from  the  corporation  thereof  to:

          (i)  require the corporation to redeem from such holder those Series A
     Preferred  Stock  for which the corporation is unable to issue Common Stock
     in accordance with such holder's Conversion Notice ("Mandatory Redemption")
     at  a price per share equal to the Major Transaction Redemption Price as of
     such  Conversion  Date  (the  "Mandatory  Redemption  Price");

          (ii)  if  the  corporation's  inability  to  fully  convert  Series  A
     Preferred  Stock  is  pursuant  to Section 2.2.1.9(a)(z) above, require the
     corporation  to  issue restricted shares of Common Stock in accordance with
     such  holder's  Conversion  Notice  and  pursuant to Section 2.2.1.5(b)(ii)
     above;

          (iii)  void  its Conversion Notice and retain or have returned, as the
     case  may  be,  the  shares  of  Series  A  Preferred Stock that were to be
     converted  pursuant  to  such  holder's  Conversion Notice (provided that a

                                  Page 16 of 20
<PAGE>
     holder's  voiding  its Conversion Notice shall not effect the corporation's
     obligations  to  make  any payments which have accrued prior to the date of
     such  notice).

(b)      Mechanics  of  Fulfilling  Holder's  Election.  The  corporation  shall
         ---------------------------------------------
immediately  send  via  facsimile  to a holder of Series A Preferred Stock, upon
receipt of a facsimile copy of a Conversion Notice from such holder which cannot
be  fully  satisfied  as described in Section 2.2.1.9(a) above, a notice of
the  corporation's  inability  to  fully satisfy such holder's Conversion Notice
(the  "Inability  to  Fully  Convert  Notice").  Such Inability to Fully Convert
Notice  shall  indicate  (i)  the  reason why the corporation is unable to fully
satisfy  such  holder's Conversion Notice, (ii) the number of Series A Preferred
Stock  which  cannot  be converted and (iii) the applicable Mandatory Redemption
Price.  Such  holder  shall  notify  the corporation of its election pursuant to
Section  2.2.1.9(a)  above  by  delivering  written  notice via facsimile to the
corporation  ("Notice  in  Response  to  Inability  to  Convert").

(c)      Payment  of  Redemption  Price.  If such holder shall elect to have its
         ------------------------------
shares  redeemed  pursuant to Section 2.2.1.9(a)(i) above, the corporation shall
pay  the  Mandatory  Redemption  Price in cash to such holder within thirty (30)
days  of  the  corporation's  receipt  of  the  holder's  Notice  in Response to
Inability  to  Convert,  provided that prior to the corporation's receipt of the
                         --------
holder's  Notice  in  Response  to  Inability to Convert the corporation has not
delivered  a  notice  to such holder stating, to the satisfaction of the holder,
that the event or condition resulting in the Mandatory Redemption has been cured
and all Conversion Shares issuable to such holder can and will be delivered
to  the  holder  in accordance with the terms of Section 2.2.1.5(b)(ii).  If the
corporation  shall fail to pay the applicable Mandatory Redemption Price to such
holder  on  a  timely  basis as described in this Section 2.2.1.9(c) (other than
pursuant  to  a dispute as to the determination of the arithmetic calculation of
the  Redemption  Price),  in  addition  to  any  remedy  such holder of Series A
Preferred  Stock may have under this Certificate of Designation and the Purchase
Agreement,  such unpaid amount shall bear interest at the rate of 2.0% per month
(prorated  for  partial  months)  until  paid in full.  Until the full Mandatory
Redemption  Price  is  paid in full to such holder, such holder may (i) void the
Mandatory  Redemption  with  respect to those Series A Preferred Stock for which
the  full  Mandatory  Redemption Price has not been paid, (ii) receive back such
Series  A  Preferred  Stock, and (iii) require that the Conversion Price of such
returned  Series  A  Preferred  Stock  be  adjusted  to  the  lesser  of (A) the
Conversion  Price  and  (B)  the  lowest  Closing  Bid  Price  during the period
beginning  on  the  Conversion Date and ending on the date the holder voided the
Mandatory  Redemption.

(d)      Pro-rata  Conversion  and  Redemption.  In  the  event  the corporation
         -------------------------------------
receives  a  Conversion  Notice  from more than one holder of Series A Preferred
Stock  on  the same day and the corporation can convert and redeem some, but not
all,  of  the  Series  A  Preferred  Stock pursuant to this Section 2.2.1.9, the
corporation  shall  convert and redeem from each holder of Series  A Convertible
Preferred Stock electing to have Series A Preferred Stock converted and redeemed
at such time an amount equal to such holder's pro-rata amount (based on the
number  shares  of  Series A Preferred Stock held by such holder relative to the
number shares of Series A Preferred Stock outstanding) of all shares of Series A


                                  Page 17 of 20
<PAGE>
Preferred  Stock  being  converted  and  redeemed  at  such  time.

2.2.1.10.        Vote to Change the Terms of or Issue Preferred Stock.
                 ----------------------------------------------------

     The  affirmative  vote  at  a  meeting  duly called for such purpose or the
written consent without a meeting, of the holders of not less than three-fourths
(3/4)  of  the  then  outstanding  shares  of Series A Preferred Stock, shall be
required  (a)  for  any  change  to  this  Certificate  of  Designation  or  the
corporation's  Articles  of  Incorporation  which  would amend, alter, change or
repeal  any  of the powers, designations, preferences and rights of the Series A
Preferred  Stock  or  (b) for the issuance of shares of Series A Preferred Stock
other  than  pursuant  to  the  Purchase  Agreement.

2.2.1.11.       Lost or Stolen Certificates.
                ---------------------------

     Upon receipt by the corporation of evidence satisfactory to the corporation
of  the  loss,  theft,  destruction  or  mutilation  of  any  Preferred  Stock
Certificates  representing  the  shares of Series A Preferred Stock, and, in the
case  of  loss,  theft or destruction, of any indemnification undertaking by the
holder  to  the  corporation  and, in the case of mutilation, upon surrender and
cancellation  of  the  Preferred  Stock  Certificate(s),  the  corporation shall
execute  and  deliver new preferred stock certificate(s) of like tenor and date;
provided,  however, the corporation shall not be obligated to re-issue Preferred
 -------   -------
Stock  Certificates  if the holder contemporaneously requests the corporation to
convert  such  shares  of  Series  A  Preferred  Stock  into  Common  Stock.

2.2.1.12.       Remedies, Characterizations, Other Obligations, Breaches and
                ------------------------------------------------------------
Injunctive Relief.
---------- ------

     The  remedies  provided  in  this  Certificate  of  Designation  shall  be
cumulative  and  in  addition  to  all  other  remedies  available  under  this
Certificate  of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing  herein  shall  limit  a holder's right to pursue actual damages for any
failure  by  the  corporation  to  comply  with the terms of this Certificate of
Designation.  Amounts set forth or provided for herein with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be
received  by  the  holder  thereof  and  shall not, except as expressly provided
herein,  be  subject  to  any  other  obligation  of  the  corporation  (or  the
performance  thereof).  The  corporation acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the holders of the Series A
Preferred  Stock  and  that  the  remedy  at  law  for  any  such  breach may be
inadequate.  The  corporation  therefore  agrees  that, in the event of any such
breach  or  threatened breach, the holders of the Series A Preferred Stock shall
be  entitled,  in  addition  to  all  other available remedies, to an injunction
restraining  any  breach,  without  the  necessity  of showing economic loss and
without  any  bond  or  other  security  being  required.

                                  Page 18 of 20
<PAGE>

2.2.1.13.       Specific Shall Not Limit General; Construction.
                ----------------------------------------------

     No  specific  provision  contained in this Certificate of Designation shall
limit  or  modify any more general provision contained herein.  This Certificate
of  Designation shall be deemed to be jointly drafted by the corporation and all
initial  purchasers  of  the Series A Preferred Stock and shall not be construed
against  any  person  as  the  drafter  hereof.

2.2.1.14.        Failure or Indulgence Not Waiver.
                 --------------------------------

     No  failure or delay on the part of a holder of Series A Preferred Stock in
the  exercise  of  any  power,  right  or privilege hereunder shall operate as a
waiver  thereof,  nor  shall  any  single or partial exercise of any such power,
right  or  privilege  preclude other or further exercise thereof or of any other
right,  power  or  privilege.

2.2.1.15.       Integration with Articles of Incorporation.
                ------------------------------------------

     This  Designation  of Series A Convertible Preferred Stock has been adopted
pursuant  to  and  is  an  integral  part  of  this  corporation's  Articles  of
Incorporation.  Capitalized  terms  not  defined  herein  shall have the meaning
given  them  elsewhere  in  the  Articles  of  Incorporation of the corporation.

2.2.1.16.        Sunset Provision.
                 ----------------

     Upon  the conversion of all shares of the Series A Preferred Stock, whether
voluntarily  by the holders thereof or pursuant to a mandatory conversion, these
provisions in the corporation's Articles of Incorporation governing the Series A
Preferred  Stock  shall  be  deemed completely performed and discharged, and the
corporation  shall  be  empowered  to  restate  its Articles of Incorporation as
though  these  provisions  governing  the  Series  A  Preferred  Stock had never
existed. Any holder who disputes the treatment of their Series A Preferred Stock
subsequent to such a restatement shall nevertheless be entitled to rely on these
provisions  governing  the  Series  A  Preferred  Stock  as  contract  rights.

                                  Page 19 of 20
<PAGE>
                                    EXHIBIT I


                           HIENERGY TECHNOLOGIES, INC.

                                CONVERSION NOTICE

Reference  is  made to the Certificate of Designation of the Relative Rights and
Preferences  of the Series A Preferred Stock of HiEnergy Technologies, Inc. (the
"Certificate  of  Designation").  In  accordance  with  and  pursuant  to  the
Certificate  of Designation, the undersigned hereby elects to convert the number
of  shares  of  Series  A  Preferred  Stock,  par  value  $0.0001 per share (the
"Preferred  Shares"),  of  HiEnergy Technologies, Inc., a Washington corporation
(the  "Company"), indicated below into shares of Common Stock, par value $0.0001
per  share  (the  "Common  Stock"),  of  the  Company,  by  tendering  the stock
certificate(s)  representing the share(s) of Preferred Shares specified below as
of  the  date  specified  below.

Date  of  Conversion: ________________________________________________________

Number  of  Preferred  Shares  to  be  converted: ____________________________

Stock  certificate  no(s).  of  Preferred  Shares  to  be  converted: ________

     The  Common Stock have been sold pursuant to the Registration Statement (as
defined  in  the  Purchase  Agreement):  YES  ____   NO____

Please  confirm  the  following  information:

Conversion  Price: ___________________________________________________________

Number  of  shares  of  Common  Stock
     to  be  issued:  ________________________________________________________

Please  issue  the  Common  Stock  into  which  the  Preferred  Shares are being
converted  and,  if  applicable, any check drawn on an account of the Company in
the  following  name  and  to  the  following  address:

Issue  to:                               _____________________________________


Facsimile  Number:                       _____________________________________

Authorization:                           _____________________________________
                                         By: _________________________________
                                         Title:  _____________________________
                                         Dated: ______________________________


                                 PRICES ATTACHED


                                  Page 20 of 20


<PAGE>