EXHIBIT 99.5


      CERTIFICATE OF DETERMINATION OF RIGHTS, PRIVILEGES, PREFERENCES, AND
              RESTRICTIONS OF SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                      SADDLEBACK INVESTMENT SERVICES, INC.


     The undersigned, William R. Parker and Flo Reinhardt hereby certify that:

     1. They are the duly elected and acting President and Assistant Secretary
of Saddleback Investment Services, Inc., a California corporation (the
"Company").

     2. The authorized number of shares of Preferred Stock is 100,000, none of
which have been issued. The authorized number of shares of Series A Convertible
Preferred Stock is 100,000, none of which have been issued.

     3. Pursuant to authority given by the Company's Articles of Incorporation,
as amended, the Board of Directors of the Company has duly adopted the following
recitals and resolutions:

     WHEREAS, the Articles of Incorporation of the Company authorizes a class of
     Preferred Stock comprising 100,000 shares issuable from time to time in one
     or more series; and

     WHEREAS, the Board of Directors of the Company is authorized to fix or
     alter the rights, preferences, privileges, and restrictions granted to or
     imposed upon any wholly unissued series of Preferred Stock including, but
     not limited to, the dividend rights, dividend rates, conversion rights,
     voting rights, and the liquidation preferences, and the number of shares
     constituting any such series and the designation thereof, or any of them;
     and

     WHEREAS, the Company heretofore has not issued or designated any series of
     Preferred Stock, and it is the desire of the Board of Directors of the
     Company, pursuant to its authority as aforesaid, to fix the rights,
     privileges, preferences, restrictions and other matters relating to Series
     A Convertible Preferred Stock and the number of shares constituting such
     series;

     NOW, THEREFORE, be it resolved, the Board of Directors hereby does provide
     for the issues of a series of Preferred Stock consisting of 100,000 shares
     designated as "Series A Convertible Preferred Stock", and does hereby fix
     the rights, privileges, preferences and restrictions and other matters
     relating to the Series A Convertible Preferred Stock (the "Preferred
     Shares") as follows:

          (1) Dividends.

               (a) Dividends. Subject to a declaration thereof by the Company's
          Board of Directors, each holder (a "Holder" and, collectively, the
          "Holders") of the Preferred Shares shall be entitled to a dividend
          (individually, a "Dividend"; collectively, the "Dividends") at a rate
          determined by the Company's Board of Directors on a pari passu basis
          with the holders of Common Shares and other classes of preferred
          shares of the Company, except for those holders of any class of
          preferred shares which have a preference with respect to the right to
          receive dividends.

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               (b) General Payment Provisions. All Dividends, if, when, and as
          declared, by the Company with respect to any Preferred Share shall be
          made in lawful money of the United States of America by depositing
          with the United States Postal Service, within 15 days of the date of
          declaration by the Company's Board of directors of such Dividend a
          company check, made payable to the Holder, to such address as such
          Holder may from time to time designated by written notice to the
          Company in accordance with the provisions of this Certificate of
          Determination of Rights, Privileges, Preferences and Restrictions (the
          "Certificate of Determination").

          (2) Conversion of Preferred Shares. Preferred Shares shall be
     convertible into shares of the Company's common stock, no par value per
     share (the "Common Stock"), on the terms and conditions set forth in this
     Section 2.

               (a) Certain Defined Terms. For purposes of this Certificate of
          Determination, the following terms shall have the following meanings:

                    (i) "Business Day" means any day in which the stock markets
               of the United States are open for business.

                    (ii) "Conversion Percentage" shall be one hundred percent
               (100%).

                    (iii) "Conversion Price" means, as of any Conversion Date
               (as defined below) or other date of determination, the amount
               determined by multiplying (i) the Market Price of the Company's
               Common Stock by (ii) the Conversion Percentage in effect as of
               such date, subject to adjustment as provided herein.

                    (iv) "Market Price" means, with respect to any security for
               any period, that price which shall be determined by the Board of
               Directors of the Company as of the day preceding the Conversion
               Date.

                    (v) "Issuance Date" means the date the first of the
               Preferred Shares have been issued or sold.

                    (vi) "Mandatory Conversion Date" means, with respect to any
               Preferred Share, the date which is two (2) years after the
               Issuance Date.

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                    (vii) "Person" means an individual, a limited liability
               company, a partnership, a joint venture, a corporation, a trust,
               an unincorporated organization and a government or any department
               or agency thereof.

                    (viii) "Transaction Value" means the sum of (A) $10.00 and
               (B) accrued and unpaid Dividends, if so included at the Company's
               sole discretion.

               (b) Holder's Conversion Right; Mandatory Conversion. Subject to
          the provisions of Section 2(d), below, at any time or times on or
          after the Issuance Date, any Holder of Preferred Shares shall be
          entitled to convert any whole number of Preferred Shares into fully
          paid and nonassessable shares of Common Stock in accordance with
          Section 2(e), at the Conversion Rate (as defined below). If any
          Preferred Shares remain outstanding on the Mandatory Conversion Date,
          then, subject to Section 2(d), below, such Preferred Shares shall be
          converted at the Conversion Rate as of such date in accordance with
          Section 2(e), below. The Company shall not issue any fraction of a
          share of Common Stock upon any conversion. All shares of Common Stock
          (including fractions thereof) issuable upon conversion of more than
          one Preferred Share by a Holder thereof shall be aggregated for
          purposes of determining whether the conversion would result in the
          issuance of a fraction of a share of Common Stock. If, after the
          aforementioned aggregation, the issuance would result in the issuance
          of a fraction of a share of Common Stock, the Company shall round such
          fraction of a share of Common Stock up to the nearest whole share.

               (c) Conversion Rate. The number of shares of Common Stock
          issuable upon conversion of each Preferred Share pursuant to Section
          2(b) shall be determined according to the following formula (the
          "Conversion Rate"):

                                Transaction Value
                                -----------------
                                Conversion Price


               (d) Mechanics of Conversion. The conversion of Preferred Shares
          shall be conducted in the following manner:

                    (i) Holder's Delivery Requirements. To convert Preferred
               Shares into shares of Common Stock on any date (the "Conversion
               Date"), the Holder shall (A) transmit by facsimile (or otherwise
               deliver), for receipt on or prior to 11:59 p.m., Pacific 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 Company and (B) surrender to a nationally recognized
               overnight delivery service carrier for delivery to the Company as
               soon as practicable following such date the original certificates
               representing the Preferred Shares being converted (or an
               indemnification undertaking with respect to such shares in the
               case of their loss, theft or destruction) (the "Preferred Stock
               Certificates").

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                    (ii) Company's Response. Upon receipt by the Company of a
               copy of a Conversion Notice, the Company shall immediately send,
               via facsimile, a confirmation of receipt of such Conversion
               Notice to such Holder. Upon receipt by the Company of the
               Preferred Stock Certificates to be converted pursuant to a
               Conversion Notice, the Company shall, on the next Business Day
               following the date of receipt (or the second Business Day
               following the date of receipt if received after 11:00 a.m. local
               time of the Company), issue and surrender to a nationally
               recognized overnight delivery service for overnight delivery to
               the address as specified in the Conversion Notice, a certificate,
               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 Preferred Shares represented by the
               Preferred Stock Certificate(s) submitted for conversion is
               greater than the number of Preferred Shares being converted, then
               the Company 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 Company's expense, issue and deliver to
               the Holder a new Preferred Stock Certificate representing the
               number of Preferred Shares not converted.

                    (iii) Dispute Resolution. In the case of a dispute as to the
               determination of the arithmetic calculation of the Conversion
               Rate, the Company shall issue to the Holder the number of shares
               of Common Stock that is not disputed and shall submit the
               disputed determinations or arithmetic calculations to the Holder
               via facsimile within one (1) Business Day of receipt of such
               Holder's Conversion Notice. If such Holder and the Company are
               unable to agree upon the determination of the arithmetic
               calculation of the Conversion Rate within one (1) Business Day of
               such disputed determination or arithmetic calculation being
               submitted to the Holder, then the Company shall within one (1)
               Business Day submit via facsimile the disputed arithmetic
               calculation of the Conversion Rate to an independent, reputable
               investment bank or accountant selected by the affected Holders
               and approved by the Company. The Company shall cause the
               investment bank or the accountant, as the case may be, to perform
               the determinations or calculations and notify the Company and the
               Holder of the results no later than forty-eight (48) hours from
               the time it receives the disputed determinations or calculations.
               Such investment bank's or accountant's determination or
               calculation, as the case may be, shall be binding upon all
               parties absent manifest error and the Company shall be liable and
               responsible for paying such investment bank or accountant fees
               and expenses.

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

                    (v) Pro Rata Conversion. Subject to the provisions of
               California Corporations Code Section 400(b), in the event the
               Company receives a Conversion Notice from more than one Holder of
               Preferred Shares for the same Conversion Date and the Company can
               convert some, but not all, of such Preferred Shares, the Company
               shall convert from each Holder of Preferred Shares electing to
               have Preferred Shares converted at such time a pro rata amount of
               such Holder's Preferred Shares submitted for conversion based on
               the number of Preferred Shares submitted for conversion on such
               date by such Holder relative to the number of Preferred Shares
               submitted for conversion on such date.

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                    (vi) Mechanics of Mandatory Conversion. Subject to Section
               2(d), above, on the Mandatory Conversion Date, all Holders of
               Preferred Shares shall surrender all Preferred Shares to the
               Company and all Preferred Shares shall be converted as of such
               date as if the Holders of such Preferred Shares had given the
               Conversion Notice for all such Preferred Shares on the Mandatory
               Conversion Date.

               (d) Taxes. The Company shall pay any and all taxes that may be
          payable with respect to the issuance and delivery of Common Stock upon
          the conversion of Preferred Shares.

               (e) Adjustments to Conversion Price. The Conversion Price will be
          subject to adjustment from time to time as provided in this Section
          2(g).

                    (i) Adjustment of Conversion Price upon Subdivision or
               Combination of Common Stock. If the Company at any time
               subdivides (by any stock split, stock dividend, recapitalization
               or otherwise) one or more classes of its outstanding shares of
               Common Stock into a greater number of shares, the Conversion
               Price in effect immediately prior to such subdivision will be
               proportionately reduced. If the Company at any time combines (by
               combination, reverse stock split or otherwise) one or more
               classes of its outstanding shares of Common Stock into a smaller
               number of shares, the Conversion Price in effect immediately
               prior to such combination will be proportionately increased.

                    (ii) Other Events. If any event occurs of the type
               contemplated by the provisions of this Section 2(g) but not
               expressly provided for by such provisions (including, without
               limitation, the granting of stock appreciation rights, phantom
               stock rights or other rights with equity features), then the
               Company's Board of Directors will make an appropriate adjustment
               in the Conversion Price so as to protect the rights of the
               Holders of the Preferred Shares; provided that no such adjustment
               will increase the Conversion Price as otherwise determined
               pursuant to this Section 2(g).

                    (iii) Notice. Immediately upon any adjustment of the
               Conversion Price, the Company will give written notice thereof to
               each Holder of Preferred Shares, setting forth in reasonable
               detail, and certifying, the calculation of such adjustment.

          (3) Reservation of Shares. The Company shall, at all times so long as
     any of the Preferred Shares are outstanding, reserve and keep available out
     of its authorized and unissued Common Stock, solely for the purpose of
     effecting the conversion of the Preferred Shares, such number of shares
     (the "Reserved Amount") of Common Stock as shall from time to time be
     sufficient to effect the conversion of all of the Preferred Shares then
     outstanding. The initial number of shares of Common Stock reserved for
     conversions of the Preferred Shares and each increase in the number of

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     shares so reserved shall be allocated pro rata among the Holders of the
     Preferred Shares based on the number of Preferred Shares held by each
     Holder at the time of issuance of the Preferred Shares 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 Preferred Shares, 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 allocated to any Person who ceases to hold any Preferred
     Shares shall be allocated to the remaining Holders of Preferred Shares, pro
     rata based on the number of Preferred Shares then held by such Holders.

          (4) Voting Rights. Holders of Preferred Shares shall have no voting
     rights, except as required by law and as expressly provided in this
     Certificate of Determination.

          (5) Liquidation, Dissolution, Winding-Up. In the event of any
     voluntary or involuntary liquidation, dissolution or winding up of the
     Company, the Holders of the Preferred Shares shall be entitled to receive
     in cash out of the assets of the Company, whether from capital or from
     earnings available for distribution to its stockholders (the "Liquidation
     Funds"), before any amount shall be paid to the holders of any of the
     capital stock of the Company of any class junior in rank to the Preferred
     Shares in respect of the preferences as to the distributions and payments
     on the liquidation, dissolution and winding up of the Company, an amount
     per Preferred Share equal to $10.00 and any accrued but unpaid Dividends
     (such sum being referred to as the "Liquidation Preference"); provided
     that, if the Liquidation Funds are insufficient to pay the full amount due
     to the Holders of Preferred Shares, then each Holder of Preferred Shares
     shall receive a percentage of the Liquidation Funds equal to the full
     amount of Liquidation Funds payable to such Holder as a liquidation
     preference. The purchase or redemption by the Company of stock of any
     class, in any manner permitted by law, shall not, for the purposes hereof,
     be regarded as a liquidation, dissolution or winding up of the Company.
     Neither the consolidation or merger of the Company with or into any other
     Person, nor the sale or transfer by the Company of less than substantially
     all of its assets, shall, for the purposes hereof, be deemed to be a
     liquidation, dissolution or winding up of the Company. No Holder of
     Preferred Shares shall be entitled to receive any amounts with respect
     thereto upon any liquidation, dissolution or winding up of the Company
     other than the amounts provided for herein; provided that a Holder of
     Preferred Shares shall be entitled to all amounts previously accrued with
     respect to amounts owed hereunder.

          (6) Preferred Rank. All shares of Common Stock shall be of junior rank
     to all Preferred Shares in respect to the preferences as to distributions
     and payments upon the liquidation, dissolution and winding up of the
     Company. The rights of the shares of Common Stock shall be subject to the
     preferences and relative rights of the Preferred Shares. Without the prior
     express written consent of the Holders of not less than sixty percent (60%)
     of the then outstanding Preferred Shares, the Company shall not hereafter
     authorize or issue additional or other capital stock that is of senior or
     equal rank to the Preferred Shares in respect of the preferences as to
     distributions and payments upon the liquidation, dissolution and winding up
     of the Company. Without the prior express written consent of the Holders of

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     not less than sixty percent (60%) of the then outstanding Preferred Shares,
     the Company shall not hereafter authorize or make any amendment to the
     Company's Articles of Incorporation or bylaws or enter into any agreement
     containing any provisions that would adversely affect or otherwise impair
     the rights or relative priority of the Holders of the Preferred Shares
     relative to the holders of the Common Stock or the holders of any other
     class of capital stock. In the event of the merger or consolidation of the
     Company with or into another corporation, the Preferred Shares shall
     maintain their relative powers, Determinations and preferences provided for
     herein and no merger shall result inconsistent therewith.

          (7) Restriction on Cash Dividends. Until all of the Preferred Shares
     have been converted as provided herein, the Company shall not, directly or
     indirectly, redeem, or declare or pay any cash dividend or distribution on,
     its Common Stock without the prior express written consent of the Holders
     of not less than sixty percent (60%) of the then outstanding Preferred
     Shares.

          (8) Vote to Change the Terms of Preferred Shares. 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 sixty percent (60%) of the
     then-outstanding Preferred Shares, shall be required for any change to this
     Certificate of Determination or the Company's Certificate of Incorporation
     which would amend, alter, change or repeal any of the powers,
     Determinations, preferences and rights of the Preferred Shares.

          (9) Lost or Stolen Certificates. Upon receipt by the Company of
     evidence reasonably satisfactory to the Company of the loss, theft,
     destruction or mutilation of any Preferred Stock Certificates representing
     the Preferred Shares, and, in the case of loss, theft or destruction, of
     any indemnification undertaking by the Holder to the Company in customary
     form and, in the case of mutilation, upon surrender and cancellation of the
     Preferred Stock Certificate(s), the Company shall execute and deliver new
     preferred stock certificate(s) of like tenor and date; provided, however,
     the Company shall not be obligated to re-issue preferred stock certificates
     if the Holder contemporaneously requests the Company to convert such
     Preferred Shares into Common Stock.

          (10) Remedies, Characterizations, Other Obligations, Breaches and
     Injunctive Relief. The remedies provided in this Certificate of
     Determination shall be cumulative and in addition to all other remedies
     available under this Certificate of Determination, 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
     Company to comply with the terms of this Certificate of Determination. The
     Company covenants to each Holder of Preferred Shares that there shall be no
     characterization concerning this instrument other than as expressly
     provided herein. 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
     Company (or the performance thereof).

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          (11) Specific Shall Not Limit General; Construction. No specific
     provision contained in this Certificate of Determination shall limit or
     modify any more general provision contained herein. This Certificate of
     Determination shall be deemed to be jointly drafted by the Company and all
     Holders and shall not be construed against any person as the drafter
     hereof.

          (12) Failure or Indulgence Not Waiver. No failure or delay on the part
     of a Holder of Preferred Shares 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.


                            [Signature Page Follows]







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     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in the Certificate of Determination are
true and correct of our own knowledge.

Dated:  September 17, 2001.


                                                 /s/ William R. Parker
                                                 -------------------------------
                                                 William R. Parker


                                                 /s/ Flo Reinhardt
                                                 -------------------------------
                                                 Flo Reinhardt



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                                    EXHIBIT I

                                CONVERSION NOTICE

     Reference is made to the Certificate of Determination of Rights,
Privileges, Preferences, and Restrictions (the "Certificate of Determination")
of Saddleback Investment Services, Inc. (the "Company"). In accordance with and
pursuant to the Certificate of Determination, the undersigned hereby elects to
convert the number of shares of Series A Convertible Preferred Stock, no par
value per share (the "Preferred Shares"), of the Company indicated below into
shares of Common Stock, no par value 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:

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:

     Account Number:
     (if electronic book entry transfer):

     Transaction Code Number
     (if electronic book entry transfer):