EXHIBIT 3.4
                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                           PIPELINE TECHNOLOGIES, INC.
                                  ESTABLISHING
                                  ONE SERIES OF
                                 PREFERRED STOCK
                                ($.01 par value)

                     "SERIES A CONVERTIBLE PREFERRED STOCK"


     FIRST: The name of the Corporation is PIPELINE TECHNOLOGIES, INC.

     SECOND:  PIPELINE TECHNOLOGIES,  INC., a corporation organized and existing
under the laws of the State of Colorado (the  "Corporation"),  HEREBY  CERTIFIES
that the following  amendment to its Articles of Incorporation  was duly adopted
on October 13, 2000 by the Board of Directors of the Corporation pursuant to the
authority  conferred  upon the Board by the  Articles  of  Incorporation  of the
Corporation and by the Colorado Business Corporation Act:

                                   RESOLUTIONS

     WHEREAS,  the Board of Directors of the Company (the "Board of  Directors")
is authorized to provide for the issuance of up to 5,000,000 shares of Preferred
Stock in series,  and by filing an amendment  to its  Articles of  Incorporation
pursuant to the applicable law of the State of Colorado,  to establish from time
to time the number of shares to be included in each such series,  and to fix the
designations,  powers,  preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof; and

     WHEREAS,  the Board of  Directors  desires,  pursuant to its  authority  as
aforesaid,  to  designate  a new series of  preferred  stock,  set the number of
shares constituting such series and fix the rights, preferences,  privileges and
restrictions of such series.

     NOW,  THEREFORE,  BE IT  RESOLVED,  that  the  Board  of  Directors  hereby
designates a new series of preferred stock and the number of shares constituting
such series,  and fixes the rights,  preferences,  privileges  and  restrictions
relating to such series as follows:

     Section 1. Designation, Amount and Par Value. The series of Preferred Stock
shall be designated as the Series A Convertible  Preferred Stock (the "Preferred
Stock"),  and the number of shares so designated  shall be 200. The par value of
each share of  Preferred  Stock shall be $0.01.  Each share of  Preferred  Stock
shall have a stated value of $50,000.00 (the "Stated Value").

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     Section 2. Dividends.

     (a) Holders of  Preferred  Stock shall be entitled to receive,  when and as
declared by the Board of Directors out of funds legally available therefor,  and
the  Company  shall  pay,  cumulative  dividends  at the  rate per  share  (as a
percentage  of the Stated Value per share) equal to 12% per annum,  payable,  in
cash or shares of Common Stock at the  Company's  option,  in arrears  quarterly
beginning December 31, 2000 and on the Conversion Date (as hereinafter defined).
Dividends on the Preferred  Stock shall accrue daily  commencing on the Original
Issue Date (as  defined in Section 6) and shall be deemed to accrue on such date
whether or not earned or declared and whether or not there are profits,  surplus
or other funds of the Company  legally  available  for the payment of dividends.
Dividends  shall be  calculated  on the basis of a 360 day year.  The party that
holds the Preferred Stock on an applicable  record date for any dividend payment
will be  entitled to receive  such  dividend  payment and any other  accrued and
unpaid  dividends  which accrued prior to such  dividend  payment date,  without
regard to any sale or  disposition  of such  Preferred  Stock  subsequent to the
applicable record date but prior to the applicable dividend payment date. Except
as  otherwise  provided  herein,  if at any time the Company  pays less than the
total amount of dividends  then  accrued to any class of Preferred  Stock,  such
payment shall be distributed  ratably among the holders of such class based upon
the number of shares held by each holder.

     (b) So long as any Preferred  Stock shall remain  outstanding,  neither the
Company nor any subsidiary  thereof shall redeem,  purchase or otherwise acquire
directly or indirectly  any Junior  Securities (as defined in Section 6), except
the  redemption  of shares in  payment  of short  swing  profits  payable to the
Company  pursuant to Section  16(b) of the  Securities  Exchange Act of 1934, as
amended,  nor shall the Company  directly or indirectly  pay or declare any cash
dividend or make any cash  distribution  (other than a dividend or  distribution
described in Section 5) upon, nor shall any cash distribution be made in respect
of, any Junior  Securities,  nor shall any monies be set aside for or applied to
the purchase or  redemption  (through a sinking fund or otherwise) of any Junior
Securities,  except as described  above,  unless all  dividends on the Preferred
Stock for all past dividend periods shall have been paid.

     Section  3.  Voting  Rights.  Except as  otherwise  provided  herein and as
otherwise  provided by law,  the  Preferred  Stock shall have no voting  rights.
However,  so long as any shares of Preferred Stock are outstanding,  the Company
shall not,  without  the  affirmative  vote of the  holders of a majority of the
shares of the Preferred Stock then  outstanding,  (i) alter or change  adversely
the powers, preferences or rights given to the Preferred Stock or (ii) authorize
or create any class of stock ranking as to dividends or  distribution  of assets
upon a Liquidation (as defined below) senior to, prior to or pari passu with the
Preferred Stock.

     Section 4. Liquidation. Upon any liquidation,  dissolution or winding-up of
the Company, whether voluntary or involuntary (a "Liquidation"),  the holders of
shares of Preferred  Stock shall be entitled to receive out of the assets of the
Company, whether such assets are capital or surplus, for each share of Preferred
Stock an amount equal to the Stated  Value,  plus an amount equal to accrued but
unpaid  dividends  per share,  whether  declared or not,  but without  interest,
before any  distribution  or payment  shall be made to the holders of any Junior

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Securities,  and if the assets of the Company  shall be  insufficient  to pay in
full such amounts, then the entire assets to be distributed shall be distributed
among the holders of Preferred  Stock ratably in accordance  with the respective
amounts that would be payable on such shares if all amounts payable thereon were
paid in full.

     A sale, conveyance or disposition of all or substantially all of the assets
of the Company or the  effectuation by the Company of a transaction or series of
related  transactions  in which more than 50% of the voting power of the Company
is disposed of shall be deemed a Liquidation;  provided that, a consolidation or
merger of the Company with or into any other  company or companies  shall not be
treated as a  Liquidation,  but instead  shall be subject to the  provisions  of
Section 5. The Company shall mail written  notice of any such  liquidation,  not
less than 30 days prior to the  payment  date  stated  therein,  to each  record
holder of Preferred Stock.

     Section  5.  Conversion  (a) The  holder of the  Preferred  Stock  shall be
granted the right to convert one hundred  percent (100%) of the Preferred  Stock
into shares of Common Stock at the Conversion  Ratio beginning 90 days after the
Original  Issue  Date.  Any  conversion  under this  Section  5(a) shall be of a
minimum amount of at least 1 share of Preferred  Stock.  The holder shall effect
conversions by surrendering  the certificate or  certificates  representing  the
shares of Preferred Stock to be converted to the Company, together with the form
of conversion notice attached hereto as Annex 1 (the "Holder Conversion Notice")
in the manner set forth in Section  5(i).  Each Holder  Conversion  Notice shall
specify the number of shares of Preferred  Stock to be converted and the date on
which such conversion is to be effected, which date may not be prior to the date
the Holder  delivers such Notice to the Company in accordance  with Section 5(i)
(the "Holder Conversion Date").  Subject to Section 5(c) and, as to the original
Holder (or its sole designee), subject to Section 4.13 of the Purchase Agreement
(as defined in Section 6), each Holder Conversion  Notice,  once given, shall be
irrevocable. If the holder is converting less than all shares of Preferred Stock
represented by the certificate or  certificates  tendered by the holder with the
Holder  Conversion  Notice,  the Company shall promptly  deliver to the holder a
certificate for such number of shares as have not been converted. At no time may
the holder make a conversion  request for more than twenty  percent (20%) of the
total initial number of Preferred Shares purchased by the holder,  and a minimum
of 15 days must elapse between each such conversion request.

     (b)  Provided  that ten (10)  Trading Days shall have elapsed from the date
the  Securities  and  Exchange   Commission  (the  "Commission")   declared  the
registration   statement  contemplated  by  the  Registration  Rights  Agreement
effective  under the Securities  Act, each share of the Preferred Stock shall be
convertible into shares of Common Stock at the Conversion Ratio at the option of
the  Company in whole or in part at any time on or after the  expiration  of one
year after the Original Issue Date; provided,  however,  that the Company is not
permitted to deliver a Company  Conversion  Notice (as defined  below) within 10
days of issuing any press  release or other  public  statement  relating to such
conversion.  The Company  shall  effect such  conversion  by  delivering  to the
holders of such shares of Preferred  Stock to be  converted a written  notice in
the form attached  hereto as Annex 2 (the "Company  Conversion  Notice"),  which
Company  Conversion  Notice,  once given,  shall be  irrevocable.  Each  Company
Conversion  Notice shall  specify the number of shares of Preferred  Stock to be
converted and the date on which such  conversion  is to be effected,  which date
will be at least one Trading Day after the date the Company delivers such Notice

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by facsimile to the holder (the "Company  Conversion  Date").  The Company shall
give such Company  Conversion  Notice in  accordance  with Section 5(i) below at
least one Trading Day before the Company Conversion Date.

     Any such conversion shall be effected on a pro rata basis among the holders
of Preferred Stock. Upon the conversion of shares of Preferred Stock pursuant to
a Company  Conversion Notice, the holders of the Preferred Stock shall surrender
the certificates representing such shares at the office of the Company or of any
transfer agent for the Preferred Stock or Common Stock, and all rights under the
Preferred  Stock shall cease.  If the Company is converting less than all shares
of the  Preferred  Stock,  the Company  shall,  upon  conversion  of such shares
subject to such  Company  Conversion  Notice and receipt of the  certificate  or
certificates  representing  such shares of Preferred Stock deliver to the holder
or holders a  certificate  for such number of shares of Preferred  Stock as have
not been converted.  Each of a Holder Conversion Notice and a Company Conversion
Notice is sometimes  referred to herein as a "Conversion  Notice," and each of a
"Holder  Conversion Date" and a "Company  Conversion Date" is sometimes referred
to herein as a "Conversion Date."

     (c) (i) Not later than five Trading  Days after the  Conversion  Date,  and
subject to the continued effectiveness of the registration statement contemplate
by the Registration Rights Agreement, the Company will deliver to the holder (i)
a certificate or  certificates  which shall be free of  restrictive  legends and
trading  restrictions (other than those then required by law and as set forth in
the Purchase Agreement), representing the number of shares of Common Stock being
acquired upon the  conversion of shares of Preferred  Stock and (ii) one or more
certificates representing the number of shares of Preferred Stock not converted;
provided,  however that the Company shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon  conversion of any shares of
Preferred Stock until certificates evidencing such shares of Preferred Stock are
either  delivered for  conversion  to the Company or any transfer  agent for the
Preferred  Stock or Common Stock,  or the holder  notifies the Company that such
certificates  have been lost,  stolen or destroyed and provides a bond (or other
adequate  security  reasonably  acceptable to the Company)  satisfactory  to the
Company to  indemnify  the Company  from any loss  incurred by it in  connection
therewith.  The Company shall, upon request of the holder,  use its best efforts
to deliver any  certificate  or  certificates  required to be  delivered  by the
Company  under this Section 5(c)  electronically  through the  Depository  Trust
Corporation  or another  established  clearing  corporation  performing  similar
functions.  In the case of a conversion  pursuant to a Holder Conversion Notice,
if such certificate or certificates are not delivered by the date required under
this Section 5(c), the holder shall be entitled by written notice to the Company
at  any  time  on or  before  such  holder's  receipt  of  such  certificate  or
certificates thereafter,  to rescind such conversion, in which event the Company
shall immediately  return the certificates  representing the shares of Preferred
Stock tendered for conversion.

     (d) (i) The  conversion  price  for each  share  of  Preferred  Stock  (the
"Conversion Price") in effect on any Conversion Date shall be the lesser of X OR
Y;  where X is 125% of the  average  of the  closing  bid price for the ten (10)
Trading Days  immediately  preceding the Original Issue Date; and Y = 80% of the
average of the  closing  bid prices for the five (5)  Trading  Days  immediately
preceding the Conversion Notice Date with a floor of $5.00 per share;  provided,

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however, if the registration  statement to be filed by the Company in accordance
with  the  Registration  Rights  Agreement  is  not  declared  effective  by the
Commission for any reason by the Effective Date (as defined in the  Registration
Rights  Agreement),  then for each of the first two months after such  Effective
Date that such registration statement shall not have been so declared effective,
the  Conversion  Price shall be decreased by 2% (i.e.,  a reduction of 2% at the
end of the first such month and 2% at the end of the second such month).

        (ii) If the Company, at any time while any shares of Preferred Stock are
outstanding,  (a) shall pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of its  Junior  Securities  payable  in shares of its
capital stock (whether payable in shares of its Common Stock or of capital stock
of any class),  (b) subdivide  outstanding  shares of Common Stock into a larger
number of shares, (c) combine  outstanding shares of Common Stock into a smaller
number of shares, or (d) issue by reclassification of shares of Common Stock any
shares of capital  stock of the Company,  the  Conversion  Price  designated  in
Section  5(d)(i) shall be multiplied by a fraction of which the numerator  shall
be the number of shares of Common  Stock  outstanding  before  such event and of
which the denominator  shall be the number of shares of Common Stock outstanding
after such event.  Any adjustment  made pursuant to this Section  5(d)(ii) shall
become  effective  immediately  after the record date for the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or re-classification.

        (iii)  If the Company, at any time while  any shares  of Preferred Stock
are  outstanding,  shall issue rights or warrants to all holders of Common Stock
entitling  them to subscribe  for or purchase  shares of Common Stock at a price
per share  less than the Per Share  Market  Value of Common  Stock at the record
date mentioned  below,  the Conversion Price designated in Section 5(d)(i) shall
be multiplied  by a fraction,  of which the  denominator  shall be the number of
shares of Common Stock (excluding  treasury  shares,  if any) outstanding on the
date of issuance of such rights or warrants plus the number of additional shares
of Common Stock offered for subscription or purchase, and of which the numerator
shall be the number of shares of Common Stock  (excluding  treasury  shares,  if
any)  outstanding  on the date of issuance  of such rights or warrants  plus the
number  of shares  which the  aggregate  offering  price of the total  number of
shares so offered would purchase at such Per Share Market Value. Such adjustment
shall be made  whenever  such rights or warrants  are issued,  and shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled to receive  such rights or  warrants.  However,  upon the
expiration  of any right or warrant to  purchase  Common  Stock the  issuance of
which  resulted in an adjustment in the Conversion  Price  designated in Section
5(d)(i) pursuant to this Section  5(d)(iii),  if any such right or warrant shall
expire and shall not have been  exercised,  the Conversion  Price  designated in
Section  5(d)(i)  shall  immediately  upon such  expiration  be  recomputed  and
effective  immediately  upon such  expiration be increased to the price which it
would have been (but  reflecting any other  adjustments in the Conversion  Price
made  pursuant to the  provisions  of this  Section 5 after the issuance of such
rights or warrants)  had the  adjustment of the  Conversion  Price made upon the
issuance  of such  rights or  warrants  been made on the basis of  offering  for
subscription  or purchase  only that number of shares of Common  Stock  actually
purchased upon the exercise of such rights or warrants actually exercised.

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        (iv) If the  Company, at any time while shares  of  Preferred  Stock are
outstanding, shall distribute to all holders of Common Stock (and not to holders
of  Preferred  Stock)  evidences  of its  indebtedness  or  assets  or rights or
warrants to subscribe for or purchase any security  (excluding those referred to
in Section 5(d)(iii) above) then in each such case the Conversion Price at which
each  share  of  Preferred  Stock  shall  thereafter  be  convertible  shall  be
determined by multiplying the Conversion  Price in effect  immediately  prior to
the record date fixed for determination of stockholders entitled to receive such
distribution  by a  fraction  of which  the  denominator  shall be the Per Share
Market Value of Common Stock  determined as of the record date mentioned  above,
and of which the  numerator  shall be such Per Share  Market Value of the Common
Stock on such record date less the then fair market value at such record date of
the portion of such assets or evidence of indebtedness so distributed applicable
to one outstanding share of Common Stock as determined by the Board of Directors
in good faith;  provided,  however that in the event of a distribution exceeding
ten percent (10%) of the net assets of the Company, such fair market value shall
be determined by a nationally  recognized or major regional  investment  banking
firm or firm of independent  certified public accountants of recognized standing
(which may be the firm that regularly  examines the financial  statements of the
Company) (an "Appraiser") selected in good faith by the holders of a majority in
interest  of the shares of  Preferred  Stock;  and  provided,  further  that the
Company,  after receipt of the  determination  by such Appraiser  shall have the
right to select an  additional  Appraiser,  in which case the fair market  value
shall be equal to the average of the  determinations by each such Appraiser.  In
either case the  adjustments  shall be described in a statement  provided to all
holders of Preferred  Stock.  Such  adjustment  shall be made  whenever any such
distribution  is made and shall become  effective  immediately  after the record
date mentioned above.

        (v) All  calculations  under this Section 5 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be.

        (vi) Whenever  the  Conversion  Price is  adjusted  pursuant  to Section
5(d)(ii),(iii),  (iv) or (v), the Company shall  promptly mail to each holder of
Preferred  Stock,  a notice  setting  forth  the  Conversion  Price  after  such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment.

        (vii)   In  case of  any  reclassification  of  the  Common  Stock,  any
consolidation or merger of the Company with or into another person,  the sale or
transfer  of  all or  substantially  all of the  assets  of the  Company  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other  securities,  cash or property,  the holders of the  Preferred  Stock then
outstanding shall have the right thereafter to convert such shares only into the
shares of stock and other  securities and property  receivable upon or deemed to
be  held  by  holders  of  Common   Stock   following   such   reclassification,
consolidation,  merger, sale, transfer or share exchange, and the holders of the
Preferred  Stock  shall be  entitled  upon such event to receive  such amount of
securities  or  property as the shares of the Common  Stock of the Company  into
which such shares of Preferred Stock could have been converted immediately prior
to  such  reclassification,  consolidation,  merger,  sale,  transfer  or  share
exchange would have been entitled. The terms of any such consolidation,  merger,
sale,  transfer or share  exchange shall include such terms so as to continue to
give to the holder of  Preferred  Stock the right to receive the  securities  or
property set forth in this Section 5(d)(vii) upon any conversion  following such
consolidation,  merger,  sale, transfer or share exchange.  This provision shall
similarly apply to successive reclassifications, consolidations, mergers, sales,
transfers or share exchanges.

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        (viii) If:

          (a) the Company shall  declare a dividend (or any other  distribution)
on its Common Stock; or

          (b) the Company shall declare a special  nonrecurring cash dividend on
or a redemption of its Common Stock; or

          (c) the Company  shall  authorize  the  granting to all holders of the
Common  Stock  rights or warrants  to  subscribe  for or purchase  any shares of
capital stock of any class or of any rights; or

          (d) the approval of any  stockholders of the Company shall be required
in  connection  with any  reclassification  of the Common  Stock of the  Company
(other than a subdivision  or combination  of the  outstanding  shares of Common
Stock), any consolidation or merger to which the Company is a party, any sale or
transfer  of all or  substantially  all of the  assets  of the  Company,  or any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities, cash or property; or

          (e)  the  Company  shall   authorize  the  voluntary  or   involuntary
dissolution,  liquidation or winding-up of the affairs of the Company;  then the
Company  shall  cause to be filed at each  office or agency  maintained  for the
purpose of  conversion of Preferred  Stock,  and shall cause to be mailed to the
holders of Preferred Stock at their last addresses as they shall appear upon the
stock books of the Company,  at least 15 calendar  days prior to the  applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the  purpose of such  dividend,  distribution,
redemption,  rights or warrants,  or if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such  dividend,
distributions,  redemption,  rights or warrants are to be determined, or (y) the
date on which such  reclassification,  consolidation,  merger,  sale,  transfer,
share  exchange,  dissolution,  liquidation  or winding-up is expected to become
effective,  and the date as of which it is expected that holders of Common Stock
of record  shall be  entitled  to  exchange  their  shares  of Common  Stock for
securities   or  other   property   deliverable   upon  such   reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding-up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

          (f) The Company  covenants  that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose
of issuance upon  conversion of Preferred  Stock as herein  provided,  free from
preemptive  rights or any other  actual  contingent  purchase  rights of persons
other than the holders of Preferred Stock, such number of shares of Common Stock
as shall be issuable  (taking into account the adjustments  and  restrictions of
Section 5(b) and Section 5(d) hereof)  upon the  conversion  of all  outstanding
shares of Preferred Stock. The Company covenants that all shares of Common Stock
that shall be so issuable  shall,  upon issue,  be duly and validly  authorized,
issued and fully paid and nonassessable.

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          (g) Upon a conversion  hereunder  the Company shall not be required to
issue stock certificates  representing  fractions of shares of Common Stock, but
may if otherwise permitted, make a cash payment in respect of any final fraction
of a share  based on the Per Share  Market  Value at such time.  If the  Company
elects not, or is unable, to make such a cash payment,  the holder of a share of
Preferred Stock shall be entitled to receive, in lieu of the final fraction of a
share, one whole share of Common Stock.

          (h) The  issuance  of  certificates  for  shares  of  Common  Stock on
conversion  of  Preferred  Stock  shall be made  without  charge to the  holders
thereof  for any  documentary  stamp or  similar  taxes  that may be  payable in
respect of the issue or delivery of such certificate,  provided that the Company
shall not be  required  to pay any tax that may be  payable  in  respect  of any
transfer  involved in the  issuance and  delivery of any such  certificate  upon
conversion  in a name other than that of the holder of such shares of  Preferred
Stock so  converted  and the  Company  shall not be required to issue or deliver
such certificates  unless or until the person or persons requesting the issuance
thereof  shall  have paid to the  Company  the  amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

          (i) Shares of  Preferred  Stock  converted  into Common Stock shall be
canceled  and  shall  have the  status  of  authorized  but  unissued  shares of
preferred stock.

          (j) Each Holder  Conversion  Notice shall be given by facsimile and by
mail or overnight courier,  postage prepaid,  addressed to the attention of the
Chief  Financial  Officer of the Company at the facsimile  telephone  number and
address  of the  principal  place  of  business  of the  Company.  Each  Company
Conversion Notice shall be given by facsimile and by mail or overnight  courier,
postage  prepaid,  addressed to each holder of Preferred  Stock at the facsimile
telephone  number  and  address  of such  holder  appearing  on the books of the
Company  or  provided  to the  Company by such  holder  for the  purpose of such
Company Conversion  Notice, or if no such facsimile  telephone number or address
appears or is so provided, at the principal place of business of the holder. Any
such notice shall be deemed given and effective upon (i) ten days after mailing;
(ii) two days after  delivery by recognized  courier or (iii) such later date as
is specified in the Conversion Notice.

     Section 6. Definitions.  For the purposes hereof, the following terms shall
have the following meanings:


          "Common  Stock" means shares now or hereafter  authorized of the class
of Common  Stock,  par value $.001,  of the Company and stock of any other class
into which such shares may hereafter have been reclassified or changed.

          "Conversion  Ratio"  means,  at any  time,  a  fraction,  of which the
numerator is Stated Value plus  accrued but unpaid  dividends,  and of which the
denominator is the Conversion Price at such time.

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          "Junior  Securities"  means the  Common  Stock  and all  other  equity
securities of the Company,  except the Company's Series A Convertible  Preferred
Stock.

          "Original Issue Date" shall mean the date of the first issuance of any
shares  of the  Preferred  Stock  regardless  of  the  number  transfers  of any
particular   shares  of  Preferred   Stock  and  regardless  of  the  number  of
certificates which may be issued to evidence such Preferred Stock.

          "Per Share Market Value" means on any particular  date (a) the closing
bid price per share of the Common  Stock on such date on The Nasdaq Stock Market
or other stock exchange on which the Common Stock has been listed or if there is
no such price on such date,  then the closing bid price on such  exchange on the
date nearest  preceding  such date,  or (b) if the Common Stock is not listed on
the Nasdaq  Stock Market or any stock  exchange,  the closing bid for a share of
Common  Stock in the  over-the-counter  market,  as  reported by the NASD at the
close of business on such date,  or (c) if the Common Stock is not quoted on the
NASD, the closing bid price for a share of Common Stock in the  over-the-counter
market as reported by the National  Quotation  Bureau  Incorporated  (or similar
organization or agency succeeding to its functions of reporting prices),  or (d)
if the Common  Stock is no longer  publicly  traded the fair  market  value of a
share of Common  Stock as  determined  by an  Appraiser  (as  defined in Section
5(d)(iv)  above) selected in good faith by the holders of a majority in interest
of the shares of the Preferred Stock; provided, however, that the Company, after
receipt of the  determination by such Appraiser,  shall have the right to select
an additional Appraiser,  in which case, the fair market value shall be equal to
the average of the determinations by each such Appraiser.

          "Person"  means  a  corporation,   an   association,   a  partnership,
organization,  a business, an individual,  a government or political subdivision
thereof or a governmental agency.

          "Purchase  Agreement"  means the Convertible  Preferred Stock Purchase
Agreement,  dated as of the  Original  Issue  Date,  between the Company and the
original holder of the Preferred Stock.

          "Trading  Day" means (a) a day on which the Common  Stock is traded on
the  NASDAQ or  principal  stock  exchange  on which the  Common  Stock has been
listed,  or (b) if the  Common  Stock is not  listed on The  NASDAQ or any stock
exchange,  a day on which the  Common  Stock is  traded in the  over-the-counter
market, as reported by the NASD, or (c) if the Common Stock is not quoted on THE
NASDAQ, a day on which the Common Stock is quoted in the over-the-counter market
as  reported  by the  National  Quotation  Bureau  Incorporated  (or any similar
organization or agency succeeding its functions of reporting prices).

     THIRD: The foregoing amendment to the Articles of Incorporation was adopted
on October 13, 2000.

     FOURTH: The foregoing  amendment was duly adopted by the Board of Directors
of the Corporation.

                                        9
<PAGE>


     IN WITNESS WHEREOF,  Pipeline  Technologies,  Inc. has caused its corporate
seal to be  hereunto  affixed  and this  certificate  to be  signed  by  Timothy
Murtaugh, its President & Chief Executive Officer, and attested by Robert Maige,
its' Chief Financial Officer, this 13th day of October 2000.


                                         Pipeline Technologies, Inc.


                                         By:  /s/ Timothy J. Murtaugh
                                              ----------------------------------
                                             Timothy Murtaugh
                                             President & Chief Executive Officer

Attest:


By:  /s/ Robert Maige
     ---------------------------
         Robert Maige
         Chief Financial Officer

                                       10
<PAGE>



ANNEX 1

                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER


(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)

The  undersigned  hereby  irrevocably  elects to convert the number of shares of
Series A Convertible  Preferred  Stock  indicated  below,  into shares of Common
Stock, par value $.001 per share (the "Common Stock"), of Pipeline Technologies,
Inc. (the "Company")  according to the conditions hereof, as of the date written
below.  If  shares  are  to be  issued  in  the  name  of a  person  other  than
undersigned,  the  undersigned  will pay all transfer taxes payable with respect
thereto and is delivering  herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith.  No fee will be charged to the
Holder for any conversion, except for such transfer taxes, if any.


Conversion calculations:                   _____________________________________
                                           Date to Effect Conversion

                                           _____________________________________
                                           Number of shares of Preferred Stock
                                           to be Converted


                                           _____________________________________
                                           Applicable Conversion Price


                                           _____________________________________
                                           Signature


                                           _____________________________________
                                           Name:

                                           _____________________________________

                                       11
<PAGE>


                                     ANNEX 2



NOTICE OF CONVERSION AT
THE ELECTION OF THE COMPANY


The  undersigned in the name and on behalf of Pipeline  Technologies,  Inc. (the
"Company")  hereby notifies the addressee  hereof that the Company hereby elects
to  exercise  its  right  to  convert  [____________]  shares  of its  Series  A
Convertible  Preferred  Stock held by the Holder  into  shares of Common  Stock,
$.001 par value per share (the "Common  Stock") of the Company  according to the
terms hereof, as of the date written below. No fee will be charged to the Holder
for any conversion  hereunder,  except for such transfer taxes, if any which may
be  incurred  by the  Company if shares are to be issued in the name of a person
other than the person to whom this notice is addressed.


Conversion calculations:
                                           Date to Effect Conversion

                                           _____________________________________
                                           Number of Shares of Preferred Stock
                                           to be Converted


                                           _____________________________________
                                           Applicable Conversion Price


                                           _____________________________________
                                           Signature


                                           _____________________________________
                                           Name:


                                           _____________________________________
                                           Address:

                                       12