<PAGE>

                                                                    Exhibit 3.14

                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                       INDUSTRIAL DATA SYSTEMS CORPORATION

                              A Nevada Corporation



1.     The name of the corporation (the "Corporation") is Industrial Data
       Systems Corporation.

2.     The Articles of Incorporation of the Corporation are hereby amended by
       striking out Article Fourth thereof and by substituting in lieu thereof
       the following new Article Fourth:

              "FOURTH.  The aggregate number of shares the corporation shall
       have authority to issue shall be SEVENTY FIVE MILLION (75,000,000) shares
       of common stock, par value one mil ($.001) per share, and FIVE MILLION
       (5,000,000) shares of Series A Convertible Preferred Stock, par value one
       mil ($.001) per share. Each share of common stock shall have equal
       rights, preferences and voting powers. Each share of Series A Convertible
       Preferred Stock shall have the preferences, limitations, restrictions,
       relative rights and voting powers as set forth on Exhibit A attached
                                                         ---------
       hereto and incorporated herein."


3.     The vote by which the stockholders holding shares in the corporation
       entitling them to exercise at least a majority of the voting power, or
       such greater proportion of the voting power as may be required in the
       case of a vote by classes or series, or as may be required by the
       provisions of the articles of incorporation have voted in favor of the
       amendment is: ______________.

       EXECUTED this _____ day of December, 2001.



                                             ___________________________________
                                             William A. Coskey, President


                                             ___________________________________
                                             Hulda L. Coskey, Secretary

                                       1
<PAGE>

                                   EXHIBIT A
                                   ---------

                                 CERTIFICATE OF
                      DESIGNATION, PREFERENCES AND RIGHTS
                              OF THE TERMS OF THE
                            SERIES A PREFERRED STOCK

       Section 1.    Designation and Amount. The Series A Convertible Preferred
                     ----------------------
Stock, $0.001 par value per share (the "Series A Preferred Stock") shall consist
of 5,000,000 shares and will have the designations, preferences, voting powers
and privileges set forth below. The number of shares of Series A Preferred Stock
may be increased or decreased by a resolution duly adopted by the Board of
Directors of the Corporation and by the filing of an amendment to the
Corporation's Articles of Incorporation pursuant to the provisions of the Nevada
Business Corporation Act stating that such increase or decrease has been so
authorized.

       Section 2.    Dividends.
                     ---------

              (A)    Preferred Stock Dividend Preference.  The holders of Series
                     -----------------------------------
A Preferred Stock, in preference to the holders of Common Stock , $.001 par
value per share (the "Common Stock"), shall be entitled to receive, but only out
of any funds legally available for the declaration of dividends, cumulative,
preferential dividends payable as provided in paragraph (B) below of this
Section 2. Dividends on shares of Series A Preferred Stock shall accrue and be
cumulative from the date of issuance of such shares of Series A Preferred Stock,
and shall accumulate and accrue from day to day thereafter. No dividends or
distributions (other than dividends or distributions on Common Stock payable in
Common Stock) shall be paid upon, or declared or set apart for, the Common
Stock, nor shall any Common Stock be purchased, redeemed, retired, or otherwise
acquired by the Corporation, unless and until all cumulative dividends then owed
on the then outstanding shares of Series A Preferred Stock have been paid in
full.

              (B)    Payment of Series A Preferred Stock Dividends. Dividends on
                     ---------------------------------------------
outstanding shares of Series A Preferred Stock shall be payable annually, in
arrears, on the last day of May of each year, beginning on the last day of May
2002 at a rate of 8% of the Liquidation Amount in cash, or, at the option of the
Corporation, in shares of Series A Preferred Stock at the rate of 0.08 shares
for each outstanding share of Series A Preferred Stock; provided, however, that
if the Corporation pays in shares of Series A Preferred Stock, the Corporation
may issue cash in lieu of fractional shares.

              (C)    Common Stock. Subject to paragraphs (A) and (B) above of
                     ------------
this Section 2, (i) dividends may be declared and paid on Common Stock, and (ii)
Common Stock may be purchased, retired, or otherwise acquired, in either case
when and as determined by the Board of Directors, out of any funds legally
available for such purposes.

       Section 3.    Preference on Liquidation.
                     -------------------------

              (A)    In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (a "Liquidation") the holders of
shares of the Series A Preferred Stock then outstanding shall be entitled to be
paid, out of the assets of the Corporation available

                                       2
<PAGE>

for distribution to its shareholders, whether from capital, surplus or earnings,
before any payment shall be made in respect of the Common Stock, an amount equal
to $1.00 per share of Series A Preferred Stock (the "Liquidation Amount"), plus
all accrued and unpaid dividends as set forth above in Section 2 with respect to
such series to the date fixed for distribution. If, upon a Liquidation, the
Corporation pays less than the total Liquidation Amount to holders of shares of
Series A Preferred Stock, such payments shall be distributed pro rata on a
share-by-share basis among all shares of Series A Preferred Stock at the time
outstanding. Upon Liquidation, the Corporation shall not make any dividends or
distributions to holders of Common Stock until it has paid the total Liquidation
Amount plus all accrued but unpaid dividends to each holder of shares of Series
A Preferred Stock.

              (B)    After setting apart or paying in full the preferential
amounts due the holders of Series A Preferred Stock, such holders will not be
entitled to any further participation in any distribution of assets of the
Corporation.

       Section 4.    Voting. Except as provided in this Designation or otherwise
                     ------
required by law, no holder of shares of Series A Preferred Stock shall be
entitled to vote on any matter presented to shareholders for a vote. If a vote
of the holders of Series A Preferred Stock is required by law, each holder of
Series A Preferred Stock shall be entitled to the number of votes equal to the
number of shares of Common Stock into which such shares of Series A Preferred
Stock could be converted on the record date for the vote or consent of
shareholders and shall have voting rights and powers equal to the voting rights
and powers of the Common Stock. The holder of each share of Series A Preferred
Stock shall be entitled to notice of any shareholders' meeting in accordance
with the Bylaws of the Corporation. Fractional votes by the holders of Series A
Preferred Stock shall not, however, be permitted and any fractional voting
rights resulting from the above formula (after aggregating all shares into which
shares of Series A Preferred Stock held by each holder could be converted) shall
be rounded to the nearest whole number.

       Section 5.    Conversion. The holders of the Series A Preferred Stock
                     ----------
shall have conversion rights as follows (the "Conversion Rights"):

              (A)    Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the Corporation or any transfer agent
for the Series A Preferred Stock, into Common Stock as more fully described
below. The number of fully paid and nonassessable shares of Common Stock into
which each share of Series A Preferred Stock may be converted shall be
determined by dividing $1.00 by the Conversion Price (as hereinafter defined) in
effect at the time of conversion. The "Conversion Price" shall initially be
$2.38, subject to adjustment as provided in Section 5(F) below.

              (B)    Each share of Series A Preferred Stock shall automatically
be converted into shares of Common Stock utilizing the then effective Conversion
Price immediately upon obtaining the written consent of the holders of at least
two-thirds of the outstanding Series A Preferred Stock to such conversion.

              (C)    Each share of Series A Preferred Stock shall be
convertible, at the option of the Corporation, at any time after the Common
Stock has been publicly traded on a national

                                       3
<PAGE>

securities exchange or on Nasdaq for at least 20 consecutive trading days at a
closing price of at least $3.00 (as adjusted to reflect any stock split, stock
dividend, combination, recapitalization or similar event) or higher; provided,
that if the market price of the Common Stock thereafter declines to a closing
price that is below $3.00 per share, the Corporation may not cause the Series A
Preferred Stock to convert into Common Stock until it has again been publicly
traded for at least 20 consecutive trading days at a closing price of at least
$3.00 (as adjusted to reflect any stock split, stock dividend, combination,
recapitalization or similar event).

              (D)    No fractional shares of Common Stock shall be issued upon
conversion of the Series A Preferred Stock, and any shares of Series A Preferred
Stock surrendered for conversion which would otherwise result in a fractional
share of Common Stock shall be redeemed for the then fair market value thereof
as determined by the Corporation's Board of Directors, payable as promptly as
possible whenever funds are legally available therefor. If more than one share
of Series A Preferred Stock is surrendered for conversion at any one time by the
same holder, the number of full shares of Common Stock to be issued upon
conversion shall be computed on the basis of the aggregate number of shares of
Series A Preferred Stock so surrendered.

              (E)    Before any holder of Series A Preferred Stock shall be
entitled to convert the same into shares of Common Stock, it shall surrender the
certificate or certificates therefor at the office of the Corporation or of any
transfer agent for the Series A Preferred Stock, and shall give written notice
to the Corporation at such office that it elects to convert the same and shall
state therein the name or names in which it wishes the certificate or
certificates for shares of Common Stock to be issued. The Corporation shall, as
soon as practicable thereafter, issue and deliver at such office to such holder
of Series A Preferred Stock, or to its nominee or nominees, a certificate or
certificates for the number of shares of Common Stock to which it shall be
entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Series A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.

              (F)    Adjustment of Number of Shares and Conversion Price.  The
                     ---------------------------------------------------
Conversion Price and the number of shares of Common Stock issuable upon
conversion of the Series A Preferred Stock shall be subject to adjustment from
time to time as provided in this Section 5(F).

                     (i)    Issuance of Additional Shares of Common Stock.  If
                            ---------------------------------------------
       the Corporation issues or sells any shares ("Additional Shares") of
       Common Stock for a consideration per share less than the Conversion
       Price, the Conversion Price shall be adjusted to the price calculated by
       multiplying the Conversion Price in effect immediately before the
       issuance of the Additional Shares by a fraction:

                            A.     the numerator of which shall be the number of
       shares of Common Stock outstanding immediately prior to the issuance of
       such Additional Shares plus the number of shares of Common Stock which
       the aggregate consideration for the total number of such Additional
       Shares so issued would purchase at the Conversion Price, and

                                       4
<PAGE>

                            B.     the denominator of which shall be the number
       of shares of Common Stock outstanding immediately prior to the issuance
       of such Additional Shares plus the number of such Additional Shares so
       issued.

       For purposes of this Section 5(F)(i), the date as of which the Conversion
       Price shall be computed shall be the earlier of the date upon which the
       Corporation shall (i) enter into a firm contract for the issuance of such
       shares or (ii) issue such shares.

                     (ii)   Adjustment of Number of Shares.  Upon any adjustment
                            ------------------------------
       of the Conversion Price as provided in this Section 5(F), the holder of
       shares of Series A Preferred Stock shall thereafter be entitled to
       purchase, at the Conversion Price resulting from the adjustment, the
       number of shares of Common Stock (calculated to the nearest 1/100th of a
       share) obtained by multiplying the Conversion Price in effect immediately
       before the adjustment by the number of shares of Common Stock purchasable
       hereunder immediately before the adjustment and dividing the product
       thereof by the Conversion Price resulting from the adjustment.

              (G)    Provisions Applicable to Section 5(F).  For purposes of
                     -------------------------------------
Section 5(F), the following Sections 5(G)(i) through (xii), inclusive, shall be
applicable:

                     (i)    Issuance of Options or Other Rights.  If the
                            -----------------------------------
       Corporation in any manner grants (whether directly or by assumption in a
       merger or otherwise) any rights to subscribe for or to purchase, or any
       options for the purchase of, (x) Common Stock or (y) evidences of
       indebtedness, shares of stock or other securities that are convertible
       into or exchangeable for, with or without payment of additional
       consideration in cash or property, additional shares of Common Stock,
       either immediately or upon a specified date or the happening of a
       specified event ("Convertible Securities"), whether or not such rights or
       options or the right to convert or exchange any such Convertible
       Securities are immediately exercisable, and if the price per share for
       which shares of Common Stock are issuable upon the conversion of such
       rights or options or upon conversion or exchange of such Convertible
       Securities is less than the Conversion Price per share of Common Stock
       existing immediately before the granting of such rights or options, then
       the maximum number of shares of Common Stock issuable upon the conversion
       of such rights or options or upon conversion or exchange of the maximum
       amount of such Convertible Securities issuable upon the conversion of
       such rights or options shall (as of the date for the determination of the
       Conversion Price per share of Common Stock as hereinafter provided) be
       deemed to be outstanding and to have been issued for such price per
       share. The price per share for which shares of Common Stock are issuable
       upon the conversion of such right or options or upon conversion or
       exchange of such Convertible Securities shall be determined by dividing
       (1) the total amount, if any, received or receivable by the Corporation
       as consideration for the granting of such rights or options, plus the
       minimum aggregate amount of additional consideration payable to the
       Corporation upon the conversion of such rights or options, plus, in the
       case of such Convertible Securities, the minimum aggregate amount of
       additional consideration, if any, payable upon the conversion or exchange
       thereof, by (2) the total maximum number of shares of Common Stock
       issuable upon the conversion of such rights or options or upon the
       conversion or exchange of all such Convertible Securities issuable upon
       the

                                       5
<PAGE>

       conversion of such rights or options. No further adjustments of the
       Conversion Price shall be made upon the actual issue of such Common Stock
       or of such rights or options or upon the actual issue of such Common
       Stock upon conversion or exchange of such Convertible Securities except
       as otherwise provided in Section 5(G)(iii) below. For purposes of this
       Section 5(G)(i), the date as of which the Conversion Price per share of
       Common Stock shall be computed shall be the earlier of the date upon
       which the Corporation shall (i) enter into a firm contract for the
       issuance of such rights or other options or (ii) issue such rights or
       other options.

                     (ii)   Issuance of Convertible Securities.  If the
                            ----------------------------------
       Corporation in any manner issues or sells (whether directly or by
       assumption in a merger or otherwise) any Convertible Securities, whether
       or not the rights to exchange or convert thereunder are immediately
       exercisable, and the price per share for which shares of Common Stock are
       issuable upon such conversion or exchange shall be less than the
       Conversion Price per share of Common Stock existing immediately prior to
       the time of such issue or sale, then the maximum number of shares of
       Common Stock issuable upon conversion or exchange of all such Convertible
       Securities shall (as of the date for the determination of the Conversion
       Price per share of Common Stock as hereinafter provided) be deemed to be
       outstanding and to have been issued for such price per share; provided
       however, except as otherwise specified in Section 5(G)(iii) below, (1) no
       further adjustments of the Conversion Price shall be made upon the actual
       issuance of such Common Stock upon conversion or exchange of such
       Convertible Securities and (2) if any such issuance or sale of such
       Convertible Securities is made upon conversion of any rights to subscribe
       for or to purchase or any option to purchase any such Convertible
       Securities for which adjustments of the Conversion Price have been or are
       to be made under other provisions of Sections 5(F) and 5(G), no further
       adjustment of the Conversion Price shall be made by reason of such
       issuance or sale. The price per share for which shares of Common Stock
       are issuable upon such conversion or exchange shall be determined by
       dividing (x) the total amount received or receivable by the Corporation
       as consideration for the issue or sale of such Convertible Securities,
       plus the minimum aggregate amount of additional consideration, if any,
       payable to the Corporation upon the conversion or exchange thereof, by
       (y) the total maximum number of shares of Common Stock issuable upon the
       conversion or exchange of all such Convertible Securities. For purposes
       of this Section 5(G)(ii), the date as of which the Conversion Price per
       share of Common Stock shall be computed shall be the earlier of the date
       upon which (i) the Corporation shall enter into a firm contract for the
       issuance of such Convertible Securities or (ii) such Convertible
       Securities are actually issued.

                     (iii)  Readjustment of Conversion Price.  If (i) the
                            --------------------------------
       purchase price provided for in any rights or options referred to in
       Section 5(G)(i) above, (ii) the additional consideration, if any, payable
       upon the conversion or exchange of Convertible Securities referred to in
       Section 5(G)(i) or 5(G)(ii) above, or (iii) the rate at which any
       Convertible Securities referred to in Section 5(G)(i) or 5(G)(ii) above
       are convertible into or exchangeable for Common Stock shall change (other
       than under or by reason of provisions designed to protect against
       dilution), the Conversion Price in effect at the time of such event shall
       forthwith be readjusted to the Conversion Price that would have been in
       effect at such time had such rights, options or Convertible Securities
       still outstanding

                                       6
<PAGE>

       provided for such changed purchase price, additional consideration or
       conversion rate, as the case may be, at the time initially granted,
       issued or sold. On the expiration of any such option or right or the
       termination of any such right to convert or exchange such Convertible
       Securities, the Conversion Price then in effect shall be increased to the
       Conversion Price that would have been in effect at the time of such
       expiration or termination had such right, option or Convertible Security
       never been issued, and the Common Stock issuable thereunder shall no
       longer be deemed to be outstanding. If the purchase price provided for in
       any such rights or options referred to in Section 5(G)(i) above or the
       rate at which any Convertible Securities referred to in Section 5(G)(i)
       or 5(G)(ii) are convertible into or exchangeable for Common Stock, shall
       be reduced at any time under or by reason of provisions with respect
       thereto designed to protect against dilution, then in case of the
       delivery of Common Stock upon the conversion in any such rights or
       options or upon conversion or exchange of any such Convertible
       Securities, the Conversion Price then in effect hereunder shall forthwith
       be adjusted to such amount as would have obtained had such right, option
       or Convertible Securities never been issued as to such Common Stock and
       had adjustments never been made upon the issuance of the shares of Common
       Stock delivered as aforesaid, but only if as a result of such adjustment
       the Conversion Price then in effect hereunder is thereby reduced. In the
       event any such adjustment would reduce the Conversion Price to an amount
       less than the then par value of the Common Stock, the Corporation shall
       cause its Articles of Incorporation to be amended to reduce the par value
       of the Common Stock to an amount equal to or less than the adjusted
       Conversion Price.

                     (iv)   Minimum Adjustment.  If any adjustment of the
                            ------------------
       Conversion Price pursuant to Section 5(F) results in an adjustment of
       less than $.001 per share of Common Stock, no such adjustment shall be
       made, but any such lesser adjustment shall be carried forward and shall
       be made at the time and together with the next subsequent adjustment
       that, together with any adjustments so carried forward, shall amount to
       $.001 or more per share of Common Stock; provided, however, upon any
       adjustment of the Conversion Price resulting from (i) the declaration of
       a dividend upon, or the mailing of any distribution in respect of, any
       stock of the Corporation payable in Common Stock or Convertible
       Securities or (ii) the reclassification, by subdivision, combination or
       otherwise, of the Common Stock into a greater or smaller number of
       shares, the foregoing figure of $.001 per share (or such figure as last
       adjusted) shall be proportionately adjusted; provided, further, upon the
       conversion of the Series A Preferred Stock, the Corporation shall make
       all necessary adjustments not theretofore made to the Conversion Price up
       to and including the date upon which the Series A Preferred Stock is
       converted.

                     (v)    Consideration for Dividends in Securities.  If the
                            -----------------------------------------
       Corporation declares a dividend or makes any other distribution upon any
       stock of the Corporation payable in either case in Common Stock or
       Convertible Securities, such Common Stock or Convertible Securities, as
       the case may be, issuable in payment of such dividend or distribution
       shall be deemed to have been issued or sold without consideration.

                     (vi)   Consideration for Rights or Options. If any rights
                            -----------------------------------
       or options to purchase any shares of Common Stock or Convertible
       Securities are issued in connection with the issue or sale of other
       securities of the Corporation, together comprising one

                                       7
<PAGE>

       integral transaction in which no specific consideration is allocated to
       the rights or options, the rights or options shall be deemed to have been
       issued without consideration.

                     (vii)  Determination of Consideration upon Payment of Cash,
                            ----------------------------------------------------
       Property or Merger. If any shares of Common Stock or Convertible
       ------------------
       Securities or any rights or options to purchase any Common Stock or
       Convertible Securities are issued or sold for cash, the consideration
       received therefor shall be deemed to be the net amount received by the
       Corporation therefor, after deduction of any accrued interest, dividends
       or any expenses incurred or any underwriting commissions or concessions
       paid or allowed by the Corporation in connection therewith. If any shares
       of Common Stock or Convertible Securities or any rights or options to
       purchase any such Common Stock or Convertible Securities are issued for a
       consideration other than cash, the amount of the consideration other than
       cash received by the Corporation shall be deemed to be the fair market
       value on the date of issue of the securities so issued by the
       Corporation, as determined in good faith by the Board of Directors of the
       Corporation, less any expenses incurred by the Corporation in connection
       therewith. If any shares of Common Stock or Convertible Securities or any
       rights or options to purchase such Common Stock or Convertible Securities
       are issued in connection with any merger or consolidation in which the
       Corporation is the surviving corporation, the amount of consideration
       therefor shall be deemed to be the fair market value thereof on the date
       of issue, as determined in good faith by the Board of Directors of the
       Corporation, for such portion of the assets and business of the
       non-surviving corporation as the Board of Directors shall attribute to
       such Common Stock, Convertible Securities, rights or options, as the case
       may be. In the event of any consolidation or merger of the Corporation in
       which the Corporation is not the surviving corporation or in the event of
       any sale of all or substantially all of the assets of the Corporation for
       stock or other securities of any corporation, the Corporation shall be
       deemed to have issued a number of shares of its Common Stock for stock or
       securities of the other corporation computed on the basis of the actual
       exchange ratio on which the transaction was predicated and for a
       consideration equal to the fair market value on the date of such
       transaction of such stock or securities of the other corporation, and if
       any such calculation results in adjustment of the Conversion Price, the
       determination of the number of shares of Common Stock issuable upon
       conversion of the Series A Preferred Stock immediately prior to such
       merger, consolidation or sale, for the purposes of Section 5(G)(xi)
       below, shall be made after giving effect to such adjustment of the
       Conversion Price.

                     (viii) Record Date. If the Corporation takes a record of
                            -----------
       the holders of the Common Stock for the purpose of entitling them (i) to
       receive a dividend or other distribution payable in Common Stock or in
       Convertible Securities or (ii) to subscribe for or purchase Common Stock
       or Convertible Securities, then the record date shall be deemed to be the
       date of the issue or sale of the shares of Common Stock deemed to have
       been issued or sold upon the declaration of the dividend or the making of
       such other distribution or the date of the granting of the right of
       subscription or purchase, as the case may be.

                     (ix)   Shares Outstanding.  The number of shares of Common
                            ------------------
       Stock deemed to be outstanding at any given time shall (i) include shares
       of Common Stock

                                       8
<PAGE>

       issuable in respect of scrip certificates that have been issued in lieu
       of fractional shares of Common Stock, but (ii) exclude (x) shares of
       Common Stock in the treasury of the Corporation or any subsidiary of the
       Corporation, (y) shares of Common Stock previously issued upon the
       conversion of the Series A Preferred Stock and (z) shares of Common Stock
       issuable upon the conversion of the Series A Preferred Stock.

                     (x)    Splits and Combinations. If the Corporation at any
                            -----------------------
       time subdivides its outstanding shares of Common Stock into a greater
       number of shares, the Conversion Price in effect immediately before the
       subdivision shall be proportionately reduced, and, conversely, if the
       outstanding shares of Common Stock are combined into a smaller number of
       shares, the Conversion Price in effect immediately before the combination
       shall be proportionately increased.

                     (xi)   Reorganization, Reclassification or Recapitalization
                            ----------------------------------------------------
       of Corporation. In case of any capital reorganization or reclassification
       --------------
       or recapitalization of the capital stock of the Corporation (other than
       in the cases referred to in Section 5(G)(x) or in case of the
       consolidation or merger of the Corporation with or into another
       corporation or other business entity or in case of the sale or transfer
       of the property of the Corporation as an entirety or substantially as an
       entirety, there shall thereafter be deliverable upon the conversion of
       the Series A Preferred Stock or any portion thereof (in lieu of or in
       addition to the number of shares of Common Stock theretofore deliverable)
       the number of shares of stock or other securities or property to which
       the holder of the number of shares of Common Stock that would otherwise
       have been deliverable upon the conversion of the Series A Preferred Stock
       or any portion thereof at the time would have been entitled upon such
       capital reorganization, reclassification or recapitalization of capital
       stock, consolidation, merger or sale, and at the same aggregate
       Conversion Price. Prior to and as a condition of the consummation of any
       transaction described in the preceding sentence, the Corporation shall
       make appropriate written adjustments in the application of the provisions
       herein set forth reasonably satisfactory to the holders of the Series A
       Preferred Stock entitled to not less than a majority of the shares of
       Common Stock issuable upon the conversion thereof with respect to the
       rights and interests of the holders of the Series A Preferred Stock so
       that the provisions set forth herein shall thereafter be applicable, as
       nearly as possible, in relation to any shares of stock or other
       securities or other property thereafter deliverable upon conversion of
       the Series A Preferred Stock. Any such adjustment shall be made by and
       set forth in a supplemental agreement between the Corporation and the
       successor entity and be approved by the holders of the Series A Preferred
       Stock entitled to not less than a majority of the shares of Common Stock
       issuable upon the conversion thereof.

                     (xii)  Exempt Issuances. Notwithstanding the prior
                            ----------------
       provisions of this Section 5(G), no adjustment of the Conversion Price or
       the number of shares of Common Stock issuable upon conversion of the
       Series A Preferred Stock shall be made by reason of:

                            A.     Common Stock issued upon conversion of the

       Series A Preferred Stock;

                                       9
<PAGE>

                            B.     securities from time to time issuable or
       issued to employees, directors or consultants of the Corporation pursuant
       to stock option plans approved by a majority of the shareholders of the
       Corporation not to exceed 15% of the fully diluted shares of Common Stock
       then outstanding;

                            C.     securities issued in connection with an
       acquisition of all or part of another business is approved by the Board
       of Directors of the Corporation;

                            D.     securities issued to the holders of the
       Series A Preferred Stock as dividends; and

                            E.     securities outstanding or securities issued
       upon exercise or conversion of securities outstanding as of the filing of
       this Designation with the Secretary of State of the State of Nevada
       including but not limited to the securities issued with respect to the
       merger of an indirect subsidiary of the Corporation with and into
       Petrocon Engineering, Inc.

         (H)         The Corporation will not, by amendment of its Articles of
Incorporation or Certificate of Designation, or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 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.

         (I)         The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Series A Preferred Stock, the full
number of shares of Common Stock deliverable upon the conversion of all shares
of Series A Preferred Stock from time to time outstanding. The Corporation shall
from time to time (subject to obtaining necessary director and shareholder
action), in accordance with the laws of the State of Nevada, increase the
authorized amount of its Common Stock if at any time the authorized number of
shares of its Common Stock remaining unissued shall not be sufficient to permit
the conversion of all of the shares of Series A Preferred Stock at the time
outstanding. The Corporation will take such corporate action as may be necessary
to increase its authorized Common Stock, including, without limitation, using
its reasonable best efforts to obtain the requisite shareholder approval to
amend its Articles of Incorporation.

       Section 6.    Status of Converted Stock.  If any shares of Series A
                     ------------------------
Preferred Stock shall be converted pursuant to Section 5, the shares so
converted shall be cancelled and shall not be issuable by the Corporation, and
the Articles of Incorporation of the Corporation shall be appropriately amended
to effect the corresponding reduction in the Corporation's authorized capital.

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       Section 7.    Redemption.
                      ----------

              (A)    Optional Redemption.  At any time and from time to time
                     -------------------
after the issuance of the Series A Preferred Stock, the Corporation may, at its
option, redeem all or part (but not less than 25% of the shares of Series A
Preferred Stock then outstanding) of the outstanding shares of Series A
Preferred Stock on a date specified by the Corporation (the "Optional Redemption
Date") by paying to the holders thereof an amount equal to the Liquidation
Amount plus the sum of all accrued but unpaid dividends on such shares (the
"Redemption Price") in cash out of funds legally available for such purpose. Any
redemption effected pursuant to this subsection 7(A) shall be made on a pro rata
basis among the holders of the Series A Preferred Stock in proportion to the
number of shares of Series A Preferred Stock then held by such holders.

              (B)    Mandatory Redemption.  To the extent legally permitted, at
                     --------------------
any time after July 31, 2008, the holders of not less than two-thirds of the
then outstanding Series A Preferred Stock, voting together as a single class may
demand, by delivery of a written notice to the Corporation (the "Mandatory
Redemption Notice"), that the Corporation redeem all (but not less than all) of
the shares of Series A Preferred Stock then outstanding on a date (the
"Mandatory Redemption Date") that is not less than 30 nor more than 90 days from
the date of the Mandatory Redemption Notice by paying to the holders thereof an
amount equal to the Redemption Price in cash out of funds legally available for
such purpose.

              (C)    As used herein and in Section 7(D) below, the term
"Redemption Date" shall refer to both the Mandatory Redemption Date and the
Optional Redemption Date. At least 15 but no more than 30 days prior to each
Redemption Date, written notice shall be mailed, first class postage prepaid, to
each holder of record of the Series A Preferred Stock to be redeemed notifying
such holder of the redemption to be effected on the applicable Redemption Date,
specifying the number of shares to be redeemed from such holder, the Redemption
Date, the Redemption Price, the place at which payment may be obtained and
calling upon such holder to surrender to the Corporation, in the manner and at
the place designated, its certificates representing shares to be redeemed (the
"Redemption Notice"). Each holder of Series A Preferred Stock may, at any time
prior to the Redemption Date (including during the period between its receipt of
the Redemption Notice and the Redemption Date), convert all or part of its
shares of Series A Preferred Stock into Common Stock in accordance with the
terms of Section 5. Except as provided in Section 7(D), on or after the
Redemption Date, each holder of Series A Preferred Stock to be redeemed shall
surrender to the Corporation the certificate or certificates representing such
shares, and thereupon the applicable Redemption Price of such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates and each certificate shall be canceled. If less than all the shares
represented by such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.

              (D)    From and after each Redemption Date, unless there shall
have been a default in payment of the Redemption Price, all rights of the
holders of Series A Preferred Stock designated for redemption on such Redemption
Date in the Redemption Notice as holders of Series A Preferred Stock (except the
right to receive the applicable Redemption Price upon surrender of their
certificate(s)) shall cease with respect to such shares, and such shares shall
not thereafter be transferred on the books of this Corporation or be deemed to
be outstanding for any

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<PAGE>

purpose whatsoever. If the funds of this Corporation legally available for
redemption of the Series A Preferred Stock on a Redemption Date are insufficient
to redeem the total number of shares of Series A Preferred Stock to be redeemed
on such date, those funds that are legally available will be used to redeem the
maximum possible number of shares ratably among the holders of such shares to be
redeemed such that each holder of a share of Series A Preferred Stock receives
the same percentage of the applicable Series A Redemption Price. The shares of
Series A Preferred Stock not redeemed shall remain outstanding and entitled to
all the rights and preferences provided herein. Subject to the rights of the
Series A Preferred Stock, which may from time to time come into existence, at
any time thereafter when additional funds of the Corporation are legally
available for the redemption of shares of Series A Preferred Stock, such funds
will be immediately used to redeem the balance of the shares that this
Corporation has become obligated to redeem on any Redemption Date but that it
has not redeemed.

       Section 8.    Protection Provisions.  So long as at least 750,000 shares
                     ---------------------
of Series A Preferred Stock remain outstanding (as adjusted for stock splits,
reverse splits and other similar events), the Corporation shall, not without
first obtaining the approval (by vote or written consent) of the holders of at
least a majority of the then outstanding shares of Series A Preferred Stock,
issue additional shares of capital stock with rights, preferences or privileges
that are senior to or on a parity with the Series A Preferred Stock.

       Section 9.    Amendment.  The Articles of Incorporation of the
                     ---------
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the written consent or affirmative vote
of a majority of the then outstanding shares of Series A Preferred Stock, voting
together as a single class.

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