[GRAPHIC OMITTED]
DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ

-----------------------------------
    CERTIFICATE OF DESIGNATION
    (PURSUANT TO NRS 78.1955)
-----------------------------------

Important:  READ ATTACHED INSTRUCTIONS                          ABOVE SPACE
              BEFORE COMPLETING FORM.                     IS FOR OFFICE USE ONLY

                           CERTIFICATE OF DESIGNATION
                           --------------------------
                         FOR NEVADA PROFIT CORPORATIONS
                         ------------------------------
                            (PURSUANT TO NRS 78.1955)

1.   Name  of  corporation:  ZannWell  Inc.
                            ----------------------------------------------------

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

2.   By  resolution  of  the  board  of directors pursuant to a provision in the
     articles  of  incorporation,  this  certificate  establishes  the following
     regarding  the  voting  powers,  designations,  preferences,  limitations,
     restrictions and relative rights of the following class or series of stock:

Series A Preferred Stock, par value $0.001 - 20,000,000 shares
--------------------------------------------------------------------------------
Series B Preferred Stock, par value $0.001 - 10,000,000 shares
--------------------------------------------------------------------------------
Series C Preferred Stock, par value $0.001 - 20,000,000 shares
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
(See Attached)
--------------------------------------------------------------------------------

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

3.   Effective date of filing (optional):
                                          --------------------------------------
                                           (must not be later that 90 days after
                                                the certificate is filed)

4.   Officer Signature: /s/ illegible
                       ---------------------------------------------------------

FILING FEE: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate           Nevada Secretary of State
fees, see attached fee schedule.                              illegible


<PAGE>
                           CERTIFICATE OF DESIGNATION

        ESTABLISHING SERIES A PREFERRED STOCK, SERIES B PREFERRED STOCK,
                          AND SERIES C PREFERRED STOCK

                                       OF

                                  ZANNWELL INC.

To the Secretary of State of the State of Nevada:

     Pursuant  to  the  provisions  of  Section  78.1955  of  the Nevada Revised
Statutes,  the  undersigned  corporation submits the following statement for the
purpose  of the establishment and designation of a series of shares of preferred
stock  and  fixing  and determining the relative rights and preferences thereof:

     A.     The name of the corporation is ZannWell Inc. (the "COMPANY").

     B.     The following resolutions fixing and determining the relative rights
and  preferences  of  the Company's Series A Preferred Stock, Series B Preferred
Stock,  and Series C Preferred Stock were duly adopted by the Board of Directors
of  the  Company  on  July  12,2004:

     WHEREAS,  the  Company  has  the  authority  to issue 900,000,000 shares of
common  stock,  par  value  $0.001 per share (the "COMMON STOCK") and 50,000,000
shares  of  preferred stock, par value $0.001 per share (the "PREFERRED STOCK");
and

     WHEREAS,  the  Company  desires  to designate three series of the Preferred
Stock to be known as "SERIES A PREFERRED STOCK," "SERIES B PREFERRED STOCK," and
"SERIES  C  PREFERRED  STOCK,"  respectively;  and

     WHEREAS,  the  Series  A Preferred Stock will consist of 20,000,000 shares,
the Series B Preferred Stock will consist of 10,000,000 shares, and the Series C
Preferred  Stock  will  consist  of  20,000,000  shares;

     NOW,  THEREFORE,  it is hereby resolved that the Company does hereby create
the  Series  A,  B,  and C Preferred Stock which shall be composed of 50,000,000
shares  of  the  Preferred  Stock,  and which Series A, B, and C Preferred Stock
shall  have  the  following  relative  rights  and  preferences:

     1.     DIVIDENDS.  Except  as  provided  herein, the holders of outstanding
            ----------
shares  of  the  Series A, B, and C Preferred Stock shall be entitled to receive
cash,  stock,  or  other property, as dividends when, as, and if declared by the
Board of Directors of the Company. If shares of the Series A, B, and C Preferred
Stock  or the Common Stock are to be issued as a dividend, any such shares shall
be  issued at Market Value. "Market Value" for the Common Stock for the purposes
of  this  Certificate  of  Designation shall mean the average of the bid and ask
prices for the Common Stock for the five business days preceding the declaration
of  a  dividend  by  the  Board


<PAGE>
of  Directors, "Market Value" with respect to any shares of the Series A, B, and
C  Preferred  Stock  shall  be  as  determined  by the Board of Directors, whose
decision  shall  be  final  and  binding  on  all  parties,

     2.     REDEMPTION  RIGHTS.  Subject  to the applicable provisions of Nevada
            -------------------
law,  the  Company,  at  the  option of its directors, and with the consent of a
majority  of  the stockholders of the Series A, B, and C Preferred Stock, may at
any  time  or  from time to time redeem the whole or any part of the outstanding
Series  A,  B, and C Preferred Stock. Any such redemption shall be pro rata with
respect  to  all  of the holders of the Series A, B, and C Preferred Stock. Upon
redemption,  the  Company shall pay for each share redeemed the amount of $0.001
per  share,  payable  in  cash,  plus  a  premium  to  compensate  the  original
purchaser(s) for the investment risk and cost of capital equal to the greater of
(a)  $0.25  per  share,  or  (b)  an amount per share equal to 50 percent of the
market  capitalization  of  the Company on the date of notice of such redemption
divided  by  the  number of the shares of the Series A, B, and C Preferred Stock
then  issued  and  outstanding (the "REDEMPTION PREMIUM"), the redemption amount
and  the  Redemption  Premium  hereinafter  being referred to as the "REDEMPTION
PRICE."  Such  redemption  shall  be  on  an  all-or-nothing  basis.

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of  record  of  the  Series  A, B, and C Preferred Stock to be
redeemed, such notice to be addressed to each such stockholder at the address of
such holder appearing on the books of the Company or given by such holder to the
Company for the purpose of notice, or if no such address appears or is given, at
the  place  where  the  principal  office of the Company is located. Such notice
shall  state  the  date fixed for redemption and the redemption price, and shall
call  upon  the  holder  to  surrender  to the Company on said date at the place
designated  in the notice such holder's certificate or certificates representing
the  shares to be redeemed. On or after the date fixed for redemption and stated
in  such  notice,  each  holder of Series A, B, and C Preferred Stock called for
redemption shall surrender the certificate evidencing such shares to the Company
at  the  place  designated  in  such  notice  and shall thereupon be entitled to
receive payment of the redemption price. If less than all the shares represented
by  any  such  surrendered  certificate are redeemed, a new certificate shall be
issued  representing  the  unredeemed shares. If such notice of redemption shall
have  been  duly  given, and if on the date fixed for redemption funds necessary
for  the  redemption  shall  be  available  therefor,  notwithstanding  that the
certificates  evidencing  any  Series  A,  B.  and  C Preferred Stock called for
redemption  shall  not  have been surrendered, the dividends with respect to the
shares  so  called  for  redemption  shall  forthwith  after such date cease and
determine,  except only the right of the holders to receive the redemption price
without  interest  upon  surrender  of  their  certificates  therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series A, B, and C
Preferred Stock, the Company deposits, with any bank or trust company as a trust
fund,  a sum sufficient to redeem, on the date fixed for redemption thereof, the
shares called for redemption, with irrevocable instructions and authority to the
bank or trust, company to give the notice, of redemption thereof (or to complete
the  giving  of such notice if theretofore commenced) and to pay, or deliver, on
or after the date fixed for redemption or prior thereto, the redemption price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so  called  shall  be


<PAGE>
redeemed and any dividends on. those shares shall cease to accrue after the date
fixed for redemption. The deposit shall constitute full payment of the shares to
their  holders,  and  from and after the date of the deposit the shares shall no
longer  be  outstanding  and  the holders thereof shall cease to be stockholders
with  respect  to  such  shares,  and  shall have no rights with respect thereto
except  the  right  to  receive  from  the  bank or trust company payment of the
redemption  price  of  the  shares without interest, upon the surrender of their
certificates  therefor.  Any interest accrued on any funds so deposited shall be
the  property of, and paid to, the Company, If the holders of Series A, B, and C
Preferred  Stock so called for redemption shall not at the end of six years from
the date fixed for redemption thereof, have claimed any funds so deposited, such
bank  or  trust  company  shall thereupon pay over to the Company such unclaimed
funds,  and  such  bank  or  trust  company  shall thereafter be relieved of all
responsibility  in  respect  thereof to such holders and such holders shall look
only  to  the  Company  for  payment  of  the  redemption  price.

     3.     LIQUIDATION  RIGHTS. Upon the dissolution, liquidation or winding up
            --------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares  of  Series A, B, and C Preferred Stock shall be entitled to
receive  out  of  the  assets  of  the  Company the sum of $0.001 per share (the
"LIQUIDATION  RATE")  before  any  payment  or distribution shall be made on the
Common  Stock, or any other class of capital stock of the Company ranking junior
to  the  Series  A,  B,  and  C  Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
     of  stock,  securities  or other consideration) of all or substantially all
     the  property  and  assets  of  the  Company shall be deemed a dissolution,
     liquidation  or winding up of the Company for purposes of this Paragraph 3,
     but  the merger, consolidation, or other combination of the Company into or
     with  any  other  corporation,  or  the  merger,  consolidation,  or  other
     combination of any other corporation into or with the Company, shall not be
     deemed  a dissolution, liquidation or winding up, voluntary or involuntary,
     for  purposes  of  this  Paragraph  3.  As  use  herein,  the  "merger,
     consolidation,  or  other combination" shall include, without limitation, a
     forward  or reverse triangular merger, or stock exchange of the Company and
     any  of  its  subsidiaries  with  any  other  corporation.

          (b)     After the payment to the holders of shares of the Series A, B,
     and  C  Preferred  Stock  of  the  full  preferential amounts fixed by this
     Paragraph  3  for  shares  of  the  Series A, B, and C Preferred Stock, the
     holders  of  the  Series  A, B, and C Preferred Stock as such shall have no
     right  or  claim  to  any  of  the  remaining  assets  of  the  Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
     distribution  to the holders of the Series A, B, and C Preferred Stock upon
     dissolution, liquidation or winding up of the Company shall be insufficient
     to  pay  in full all amounts to which such holders are entitled pursuant to
     this Paragraph 3, no distribution shall be made on account of any shares of
     a  class or series of capital stock of the Company ranking on a parity with
     the  shares  of  the  Series A, B, and C Preferred Stock, if any, upon such
     dissolution,  liquidation  or  winding up unless proportionate distributive
     amounts  shall  be  paid on account of the shares of the Series A, B, and C
     Preferred  Stock,  ratably,  in proportion to the full distributive amounts
     for  which holders of all such parity shares are respectively entitled upon
     such  dissolution,  liquidation  or  winding  up.


<PAGE>
     4.     CONVERSION  OF  SERIES A PREFERRED STOCK. At any time, the holder of
            -----------------------------------------
shares  of  the  Series A Preferred Stock shall have the right, at such holder's
option,  to  convert  any  number of shares of the Series A Preferred Stock into
shares  of the Common Stock. Such right to convert shall commence as of the date
the  shares  of  such  Series  A  Preferred Stock are issued to such holder (the
"ISSUE  DATE")  and  shall  continue  thereafter  for a period of 10 years, such
period  ending  on the 10th anniversary of the Issue Date, In the event that the
holder of the Series A Preferred Stock elects to convert such shares into Common
Stock,  the  holder  shall have 60 days from the date of such notice in which to
tender  his  shares  of  Series  A  Preferred  Stock  to  the  Company. Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

          (a)     CONVERSION RIGHT.    Subject to adjustment as provided herein,
                  -----------------
     each  share  of  the  Series A Preferred Stock shall be convertible into 10
     fully  paid  and  nonassessable shares of the Common Stock (the "CONVERSION
     RATE").

          (b)     ADJUSTMENT OF CONVERSION RATE FOR DILUTION AND OTHER EVENTS.
                  ------------------------------------------------------------
     In order to prevent dilution of the rights granted to the holders of shares
     of  the  Series  A  Preferred Stock, the Conversion Rate will be subject to
     adjustment  from  rime  to  time  as  follows:


               (i)     ADJUSTMENT  OF  CONVERSION  RATE  UPON  SUBDIVISION
                       ---------------------------------------------------
     OF  COMBINATION  OF THE COMMON STOCK. If the Company at any time subdivides
     -------------------------------------
     the  Common  Stock (by any stock split, stock dividend, recapitalization or
     otherwise)  into  a greater number of shares, the Conversion Rate in effect
     immediately  prior  to such subdivision will be proportionately reduced. If
     the  Company at any time combines the Common Stock (by combination, reverse
     stock  split  or otherwise) into a smaller number of shares, the Conversion
     Rate  in  effect  immediately  prior  to  such  combination  will  be
     proportionately  increased.

               (ii)     REORGANIZATION,  RECLASSIFICATION  CONSOLIDATION, MERGER
                        --------------------------------------------------------
     OR  SALE.  Any  recapitalization,  reorganization,  reclassification,
     --------
     consolidation,  merger,  or  other similar transaction which is effected in
     such a way that holders of the Common Stock are entitled to receive (either
     directly  or  upon subsequent liquidation) stock, securities or assets with
     respect  to or in exchange for the Common Stock is referred to herein as an
     "Organic  Change."  Prior  to  the  consummation of any Organic Change, the
     Company will make appropriate provision, in form and substance satisfactory
     to  the  holders  of  a  majority of the outstanding shares of the Series A
     Preferred Stock, to ensure that each of the holders of shares of the Series
     A  Preferred Stock will thereafter have the right to acquire and receive in
     lieu  of  or  in  addition to, as the case may be, the shares of the Common
     Stock immediately theretofore acquirable and receivable upon the conversion
     of such holder's Series A Preferred Stock, such shares of stock, securities
     or  assets  as  may be issued or payable with respect to or in exchange for
     the number of shares of the Common Stock immediately theretofore acquirable
     and  receivable upon the conversion of such holder's shares of the Series A
     Preferred  Stock had such Organic Change not taken place. In any such case,
     the


<PAGE>
     Company will make appropriate provision, in form and substance satisfactory
     to  the  holders  of  a  majority of the outstanding shares of the Series A
     Preferred  Stock,  with  respect  to  such holders' rights and interests to
     ensure  that the provisions of this paragraph and paragraph 4(c) below will
     thereafter  he applicable to the Series A Preferred Stock. The Company will
     not  effect  any  such  consolidation  or  merger,  unless  prior  to  the
     consummation thereof the successor entity resulting from such consolidation
     or  merger,  if  other than the Company, assumes, by written instrument, in
     form  and  substance  satisfactory  to  the  holders  of  a majority of the
     outstanding  shares  of  the  Series  A  Preferred Stock, the obligation to
     deliver  to  each  holder  of  shares  of the Series A Preferred Stock such
     shares  of stock, securities or assets as, in accordance with the foregoing
     provisions,  that  such  holder  may  be  entitled  to  acquire.

               (iii)     NOTICES.  Immediately  upon  any  adjustment  of  the
                         --------
     Conversion Rate, the Company will give written notice of such adjustment to
     each  holder  of  shares  of the Series A Preferred Stock, setting forth in
     reasonable  detail  and  certifying the calculation of such adjustment. The
     Company  will  give written notice to each holder of shares of the Series A
     Preferred  Stock  at  least  20 days prior to the date on which the Company
     closes  its  books  or  takes  a  record  with  respect  to say dividend or
     distribution  upon  the  Common  Stock,  or  with  respect  to any pro rata
     subscription  offer  to  holders of the Common Stock. The Company will also
     give  written  notice  to  each  holder of shares of the Series A Preferred
     Stock  at  least  20  days  prior  to the date on which any Organic Change,
     dissolution  or  liquidation  will  take  place.

          (c)     PURCHASE RIGHTS.  If at any time the Company grants, issues or
                  ----------------
     sells  any  options,  convertible  securities  or rights to purchase stock,
     warranty,  securities  or  other property pro rata to the record holders of
     the Common Stock (the "PURCHASE RIGHTS"), then each holder of shares of the
     Series  A  Preferred  Stock  will  be  entitled  to acquire, upon the terms
     applicable  to  such  Purchase  Rights, the aggregate Purchase Rights which
     such  holder  could  have  acquired  if  such holder had held the number of
     shares  of  the  Common  Stock  acquirable  upon complete conversion of the
     holder's shares of the Series A Preferred Stock immediately before the date
     on which a record is taken for the grant, issuance or sale of such Purchase
     Rights,  or,  if  no  such record is taken, the date as of which the record
     holders  of  the  Common Stock are to be determined for the grant, issue or
     sale  of  such  Purchase  Rights,

          (d)     MECHANICS OF CONVERSION. To convert shares  of  the  Series  A
                  ------------------------
     Preferred  Stock  into  full  shares  of  the Common Stock on any date (the
     "CONVERSION  DATE"),  the  holder  thereof shall (i) deliver or transmit by
     facsimile  to  the  Company, for receipt on or prior to 11:59 p.m., Pacific
     Time,  on  the  Conversion  Date,  a  copy  of  a  fully executed notice of
     conversion  in  the  form  attached hereto as ATTACHMENT A (the "CONVERSION
     NOTICE"),  and  (ii)  surrender  to  a  common  carrier for delivery to the
     Company  as soon as practicable following such date, the certificates (each
     a  "PREFERRED  STOCK  CERTIFICATE") representing the shares of the Series A
     Preferred  Stock  being  converted,  or an indemnification undertaking with
     respect  to  such  shares  in  the  case  of  the  loss,  theft  or


<PAGE>
     destruction  thereof,  and  the originally executed Conversion Notice. Upon
     receipt  by  the  Company  of  a facsimile copy of a Conversion Notice, the
     Company shall immediately send, via facsimile, a confirmation of receipt of
     such  Conversion  Notice  to  such holder. Within five business days of the
     Company's  receipt  of  the  originally  executed Conversion Notice and the
     holder's  Preferred  Stock  Certificate(s),  the  Company  shall  issue and
     surrender  to  a  common  carrier  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 the Common Stock
     to  which  the  holder  is  entitled.

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

          (f)     FRACTIONAL SHARES.   The Company  shall  not  be  required  to
                  ------------------
     issue  any fraction of a share of the Common Stock upon any conversion. All
     shares  of  the  Common  Stock,  including fractions thereof, issuable upon
     conversion  of more than one share of the Series A Preferred Stock shall be
     aggregated  for purposes of determining whether the conversion would result
     in  the  issuance  of  a fraction of a share of the Common Stock. If, after
     such  aggregation,  the issuance would result in the issuance of a fraction
     of it share of the Common Stock, the Company shall round such fraction of a
     share  of  the  Common  Stock  up  or  down  to  the  nearest  whole share.

          (g)     REISSUANCE OF CERTIFICATES. In the event of  a  conversion  of
     less  than all of the shares of the Series A Preferred Stock represented by
     a  particular Preferred Stock Certificate, the Company shall promptly cause
     to be issued and delivered to the holder of such Series A Preferred Stock a
     new  Series A Preferred Stock Certificate representing the remaining shares
     of  the  Series  A  Preferred  Stock  which  were  not  corrected.

     5.     RESERVATION OF SHARES.   The Company shall, so long as  any  of  the
            ----------------------
shares  of  the  Series  A  Preferred  Stock  are  outstanding, reserve and keep
available  out of its authorized and unissued shares of the Common Stock, solely
for  the  purpose  of  effecting  the  conversion  of the shares of the Series A
Preferred  Stock, the number of shares of the Common Stock as shall from time to
time  be sufficient to affect the conversion of all of the outstanding shares of
the  Series  A  Preferred  Stock.

     6.     NO  CONVERSION RIGHTS FOR THE SERIES B AND SERIES C PREFERRED STOCK.
            --------------------------------------------------------------------
The  Series  B  and  C Preferred Stock shall not have any conversion rights into
shares  of  the  Common  Stock.

     7.     PREFERRED STATUS.      The rights of the shares of the Common Stock
            -----------------
shall  be  subject  to  the preferences and relative rights of the shares of the
Series  A,  B,  and  C Preferred Stock. Without the prior written consent of the
holders  of  not  less  than  two-thirds  (2/3) of the outstanding shares of the
Series A, B, and C Preferred Stock, the Company shall not hereafter authorize or
issue  additional  or other capital stock that is of senior or equal rank to the
shares  of  the Series A, B, and C Preferred Stock in respect of the preferences
as  to  distributions  and


<PAGE>
payments  upon  the  liquidation,  dissolution  and  winding  up  of the Company
described  in  Paragraph  3  above.

     8.     RESTRICTION ON DIVIDENDS.   If any shares of the Series A, B, and C
            -------------------------
Preferred  Stock  are  outstanding,  the  Company  shall  not, without the prior
written  consent  of  the  holders of not less than two-thirds (2/3) of the then
outstanding  shares  of  the  Series  A,  B,  and C Preferred Stock, directly or
indirectly declare, pay or make any dividends or other distributions upon any of
the  Common  Stock.  Notwithstanding  the  foregoing,  this  paragraph shall not
prohibit  the  Company from declaring and paying a dividend in cash with respect
to  the  shares  of  the Common Stock so long as the Company simultaneously pays
each  holder  of  shares  of the Series A, B, and C Preferred Stock an amount in
cash  equal  to  the  amount  such  holder  would  have received had all of such
holder's  shares  of  the  Series  A, B, and C Preferred Stock been converted to
shares  of the Common Stock on the business day prior to the record date for any
such  dividend.

     9.     VOTE TO CHANGE THE TERMS OF THE SERIES A, B, AND C PREFERRED STOCK.
            -------------------------------------------------------------------
Without  the  prior  written  consent of the holders of not less than two-thirds
(2/3)  of  the outstanding shares of the Series A, B, and C Preferred Stock, the
Company  shall  not  amend,  alter,  change  or  repeal  any  of  the  powers,
designations,  preferences and rights of the Series A, B, and C Preferred Stock.

     10.     LOST OR STOLEN CERTIFICATES. Upon   receipt   by   the   Company
             ----------------------------
of  evidence  satisfactory  to  the  Company  of the loss, theft, destruction or
mutilation of any Preferred Stock Certificates representing shares of the Series
A,  B, and C Preferred Stock, and, in the case of loss, theft or destruction, of
any  indemnification  undertaking  or  bond, in the Company's discretion, by the
holder  to  the  Company  and,  in  the  case  of mutilation, upon surrender and
cancellation  of  the  Preferred Stock Certificate(s), the Company shall execute
and  deliver new Series A, B, and C Preferred Stock Certificate(s) of like tenor
and  date;  provided,  however,  the  Company shall not be obligated to re-issue
Series  A,  B,  and  C  Preferred  Stock  Certificates  if  the  holder  thereof
contemporaneously  requests  the Company to convert such shares of the Series A,
B,  and  C  Preferred  Stock  into  the  Common  Stock.

     11.       VOTING. On all matters submitted to a vote of the holders of the
               -------
Common  Stock,  including,  without  limitation,  the  election  of  directors:

          (a)     The Series A Preferred Stock will have no voting rights, prior
     to  conversion  into  shares  of  the  Common  Stock.

          (b)     A  holder  of  shares of the Series B Preferred Stock shall be
     entitled  to  one vote per share held by such holder at the record date for
     the  determination  of  stockholders  entitled  to  vote  on  such matters.

          (c)     A  holder  of  shares of the Series C Preferred Stock shall be
     entitled  to 100 votes per share held by such holder at the record date for
     the  determination  of  stockholders  entitled  to  vote  on  such matters.


<PAGE>
          (d)     If no such record date is established, the date to be used for
     the  determination  of  the  stockholders  entitled to vote on such matters
     shall  be  the date on which notice of the meeting of stockholders at which
     the  vote  is  to  be  taken  is marked, or the date any written consent of
     stockholders  is solicited if the vote is not to be taken at a meeting. The
     holders  of  Series  B  and  C Preferred Stock shall not vote as a separate
     class,  but  shall  vote  with  the  holders  of  the  Common  Stock.

     RESOLVED  FURTHER,  that the appropriate officers of the Company are hereby
authorized  and  directed, for and on behalf of the Company, to prepare and file
all  necessary  instruments  as may be required by law to carry out the terms of
the  foregoing  resolution.

Dated: July 12,2004

                                   ZANNWELL INC.


                                   /s/ Robert C. Simpson
                                   ---------------------------------------------
                                   By: Robert C. Simpson, Ph.D., President


<PAGE>