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                          CERTIFICATE OF DESIGNATION,
                       POWERS, PREFERENCES AND RIGHTS OF
                           SERIES B PREFERRED STOCK
                           PAR VALUE $.00042 PER SHARE
                                      OF
                               booktech.com, inc.

                              -------------------

                  Pursuant to Section 78.1955 of the General
                    Corporation Law of the State of Nevada

                              -------------------


IT IS HEREBY CERTIFIED that:

      1. The name of the company (hereinafter called the "Company") is
booktech.com inc., a corporation organized and existing under the General
Corporation Law of the State of Nevada.

      2. The Articles of Incorporation of the Company (the "Articles of
Incorporation") authorize the issuance of five million (5,000,000) shares of
preferred stock, $.00042 par value per share (the "Preferred Stock"), and
expressly vest in the Board of Directors of the Company the authority provided
therein to issue any or all of such shares in one (1) or more series and by
resolution or resolutions to establish the designation and number and to fix the
relative rights and preferences of each series to be issued.

      3. The Corporation has previously designated and authorized for issuance
2,135,301 shares of Series A Preferred Stock, $.01 par value per share.

      4. The Board of Directors of the Company, pursuant to the authority
expressly vested in it as aforesaid, and pursuant to the provisions of Section
78.1955 of the General Corporation Law of the State of Nevada, has adopted the
resolutions set forth below creating a Series A issue of Preferred Stock:

      RESOLVED, that one million one hundred thousand (1,100,000) shares of the
five million (5,000,000) authorized shares of Preferred Stock of the Company
shall be designated Series B Preferred Stock, $.00042 par value per share, and
shall possess the rights and preferences set forth below:

      Section 1. Designation and Amount. The shares of such series shall have a
par value of $.00042 per share, and shall be designated as Series B Preferred
Stock (the "Series B Preferred Stock"). The number of shares constituting the
Series B Preferred Stock shall be one million one
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hundred thousand (1,100,000). The Series B Preferred Stock shall be issued or
offered for such price and under such terms and conditions as the Board of
Directors of the Company shall determine (the "Original Issue Price").

      Section 2. Rank. The Series B Preferred Stock shall rank: (i) junior to
the Series A Preferred Stock and any other class or series of capital stock of
the Company hereafter created (the "Senior Securities"), unless such later class
of stock is specifically ranked by its terms junior to the Series B Preferred
Stock (such class of stock, a "Junior Security"); (ii) prior to all of the
Common Stock; and (iii) on parity with any class or series of capital stock of
the Company hereafter created specifically ranking by its terms on parity with
the Series B Preferred Stock ("Parity Securities"), in each case as to
distribution of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").

      Section 3.  Liquidation Preference.

            (a) In the event of any liquidation, dissolution or winding up of
the Company, either voluntary or involuntary, the Holders of shares of Series B
Preferred Stock shall be entitled to receive, immediately after any
distributions to Senior Securities required by the Company's Articles of
Incorporation or any certificate of designation, and prior in preference to any
distribution to Junior Securities and the Common Stock, but in parity with any
distribution to Parity Securities, an amount per share equal to the sum of the
Original Issue Price, provided that if the Series B Preferred Stock was issued
in exchange for the securities of another entity, the Original Issue Price shall
be the value attributed in good faith to such Series B Preferred Stock by the
Board of Directors in such transaction. If upon the occurrence of such event,
and after payment in full of the preferential amounts with respect to the Senior
Securities, the assets and funds available to be distributed among the holders
of the Series B Preferred Stock and Parity Securities shall be insufficient to
permit the payment to such Holders of the full preferential amounts due to the
holders of the Series B Preferred Stock and the Parity Securities, collectively,
then the entire assets and funds of the Company legally available for
distribution shall be distributed among the holders of the Series B Preferred
Stock and the Parity Securities, pro rata, based on the respective liquidation
amounts to which each such series of stock is entitled by the Company's Articles
of Incorporation and any certificate(s) of designation relating thereto.

            (b) Upon the completion of the distribution required by Section
3(a), the holders of Series B Stock shall not be entitled to any additional
payments or distributions.

      Section 4. Conversion of Series B Preferred Stock. The record Holders of
the Series B Preferred Stock shall have conversion rights as follows:
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            (a) Right to Convert; Mandatory Conversion. Each record holder of
Series B Preferred Stock shall be entitled to convert each whole share of Series
B Preferred Stock into one fully-paid and non-assessable share of Common Stock,
subject to adjustment as provided in Section 4(c). Such conversion will happen
with respect to each share of Series B Preferred Stock then outstanding,
automatically and without any further action on the part of the holder of the
Series B Preferred Stock, on the one-year anniversary of the issuance of its
issuance. The number of shares of Common Stock issuable upon conversion of one
share of Series B Preferred Stock is hereafter referred to as the "Conversion
Rate."

            (b) Mechanics of Conversion. In order to convert Series B Preferred
Stock into shares of Common Stock, the Holder shall (i) fax a copy of a fully
executed Notice of Conversion to the Company at the office of the Company or to
the Company's designated transfer agent (the "Transfer Agent") for the Series B
Preferred Stock, stating that the holder elects to convert, which notice shall
specify the date of conversion, the number of shares of Series B Preferred Stock
to be converted and a calculation of the number of shares of Common Stock
issuable upon such conversion (together with a copy of the front page of each
certificate to be converted) and (ii) surrender to a common courier for either
overnight or two (2) day delivery to the office of the Company or the Transfer
Agent, the original certificates representing the Series B Preferred Stock being
converted (the "Preferred Stock Certificates"), duly endorsed for transfer;
provided, however, that the Company shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion, unless
either the Preferred Stock Certificates are delivered to the Company or the
Transfer Agent as provided above, or the Holder notifies the Company or its
Transfer Agent that such certificates have been lost, stolen or destroyed
(subject to the requirements of subsection 4(b)(i) below).

                  (i) Lost or Stolen Certificates. Upon receipt by the Company
of evidence of the loss, theft, destruction or mutilation of any Preferred Stock
Certificates representing shares of Series B Preferred Stock, and (in the case
of loss, theft or destruction) of indemnity or security reasonably satisfactory
to the Company, and upon surrender and cancellation of the Preferred Stock
Certificates, if mutilated, the Company shall execute and deliver new Preferred
Stock Certificates of like tenor and date. However, the Company shall not be
obligated to re-issue such lost or stolen Preferred Stock Certificates if Holder
contemporaneously requests the Company to convert such Series B Preferred Stock
into Common Stock.

                  (ii) Delivery of Common Stock Upon Conversion. The Company no
later than 6:00 p.m. (Pacific time) on the third (3rd) business day after
receipt by the Company or its Transfer Agent of all necessary documentation duly
executed and in proper form required for conversion, including the original
Preferred Stock Certificates to be converted (or after provision for security or
indemnification in the case of lost, stolen or destroyed certificates, if
required), shall issue and surrender to a common courier for either overnight or
(if delivery is outside the United States) two (2) day delivery to the Holder as
shown on the stock records of the Company a certificate for the number of shares
of Common Stock to which the Holder shall be entitled as aforesaid.
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                  (iii) Date of Conversion. The date on which conversion occurs
(the "Date of Conversion") shall be deemed to be the date such Notice of
Conversion is faxed to the Company or the Transfer Agent, as the case may be,
provided that the advance copy of the Notice of Conversion is faxed to the
Company on or prior to 6:00 p.m., eastern time, on the Date of Conversion. The
original Preferred Stock Certificates representing the shares of Series B
Preferred Stock to be converted shall be surrendered by depositing such
certificates with a common courier for either overnight or two (2) day delivery,
as soon as practicable following the Date of Conversion. 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 the Date of Conversion.

            (c)   Adjustment to Conversion Rate.

                  (i) Adjustment to the Conversion Rate due to Stock Split,
Stock Dividend or Other Similar Event. If, prior to the conversion of all the
Series B Preferred Stock, the number of outstanding shares of Common Stock is
increased by a stock split, stock dividend or other similar event, the
Conversion Rate shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, the Conversion Rate shall be
proportionately increased.

                  (ii) Adjustment Due to Consolidation, Merger, Exchange of
Shares, Recapitalization, Reorganization or Other Similar Event. If, prior to
the conversion of all the Series B Preferred Stock, there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization or other
similar event, as a result of which shares of Common Stock of the Company shall
be changed into the same or a different number of shares of the same or another
class or classes of stock or securities of the Company or another entity, then
the Holders of Series B Preferred Stock thereafter shall have the right to
receive upon conversion of Series B Preferred Stock, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such stock, securities and/or
other assets which the Holder would have been entitled to receive in such
transaction had the Series B Preferred Stock been converted immediately prior to
such transaction, and in any such case appropriate provisions shall be made with
respect to the rights and interests of the Holders of the Series B Preferred
Stock to the end that the provisions hereof (including, without limitation,
provisions for the adjustment of the Conversion Rate and of the number of shares
issuable upon conversion of the Series B Preferred Stock) shall thereafter be
applicable, as nearly as may be practicable in relation to any securities
thereafter deliverable upon the exercise hereof. The Company shall not effect
any transaction described in this subsection 4(c)(ii) unless (a) it first gives
ten (10) calendar days prior notice of such merger, consolidation, exchange of
shares, recapitalization, reorganization or other similar event (during which
time the Holder shall be entitled to convert its shares of Series B Preferred
Stock into Common Stock to the extent permitted hereby) and (b) the resulting
successor or acquiring entity (if not the Company) assumes by written instrument
the obligation of the Company under this Certificate of Designation, including
the obligation of this subsection 4(c)(ii).
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                  (iii) No Fractional Shares. If any adjustment under this
Section 4(c) would create a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares of Common Stock issuable upon conversion
shall be the next higher number of shares of Series B Preferred Stock.

      Section 5. Voting Rights. The holders of the Series B Preferred Stock
shall be entitled to vote, together with the holders of Common Stock acting as a
single class, and may otherwise participate in any proceeding in which actions
shall be taken by the Company or the stockholders thereof or be entitled to
notification as to any meeting of the stockholders. Each share of the Series B
Preferred Stock shall have six votes.

      Section 6. Status of Converted Stock. When shares of Series B Preferred
Stock are converted pursuant to Section 4 hereof, the shares so converted shall
be canceled, shall return to the status of authorized but unissued preferred
stock of no designated series, and shall not be issuable by the Company as
Series B Preferred Stock.

      Section 7. Protective Provision. So long as shares of Series B Preffered
Stock are outstanding, the Company shall not without first obtaining the
approval (by vote or written consent, as provided by the General Corporation law
of Nevada) of the Holders of at least a majority of the then-outstanding shares
of Series B Preferred Stock;

                  (a) alter or change the rights, preferences or privledges of
         the Series B Preferred Stock so as to affect adversely the Series B
         Preferred Stock, including but not limited to, the creation or
         authroization of any Senior Securities;

                  (b) increase the size of the authorized number of Series B
         Preferred Stock; or

                  (c) do any act or thing not authorized or contemplated by this
         Certificate of Designation which would result in taxation of the
         Holders of shares of the Series B Preferred Stock under Section 305 of
         the internal Revenue Code of 1986, as amended (or any comparable
         provision of the Internal Revenue Code as hereafter from time to time
         amended).

      In the event Holders of a majority of the then-outstanding shares of
Series B Preferred Stock agree to allow the company to alter or change the
rights, preferences or privileges of the shares of Series B Preferred Stock,
pursuant to subsection (a) above, so as to affect adversely the Series B
Preferred Stock, then the Company will deliver notice of such approved
alteration or change to the Holders of the Series B Preferred Stock that did not
agree to such alteration or change (the "Dissenting Holders") and the Dissenting
Holders shall have the right for a period of thirty (30) days to convert
pursuant to the terms of this Certificate of Designation as they exist prior to
such alteration or change or continue to hold their shares of Series B Preferred
Stock subject to the approved alteration or change of the rights, preferences or
privileges of the Series B Preferred Stock.

      Section 8. Preference Rights. Nothing contained herein shall be construed
to prevent the Board of Directors of the Company from issuing one (1) or more
series of preferred stock with dividend and/or liquidation preferences junior to
or on a parity with the dividend and liquidation preferences of the Series B
Preferred Stock.


                           [SIGNATURE PAGE TO FOLLOW]

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      IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
to be duly executed on its behalf by its President this ____ day of March, 2000.

                                    booktech.com, inc.

                                    By:
                                       ----------------------
                                          Name: Joel Dumaresq
                                          Title:   President