CERTIFICATE OF DESIGNATION

                               IN RESPECT OF

                         SERIES B PREFERRED STOCK

                                    OF

                  NATIONAL HEALTH AND SAFETY CORPORATION

                      ______________________________

             Pursuant to Sections 16-10a-602 and 1008 of the
           Revised Business Corporation Act of the State of Utah
                      ______________________________

          The undersigned, being Chief Executive Officer of National Health
and Safety Corporation (the "CORPORATION"), a corporation organized and
existing under the Revised Business Corporation Act of the State of Utah,
hereby certifies that, pursuant to the Debtors' confirmed Fourth Amended
Joint Plan of Reorganization, as amended, dated August 21, 2000 (the
"PLAN") and Sections 16-10a-602 and 1008 of the Revised Business
Corporation Act of the State of Utah, the Corporation is establishing
Series B Preferred Stock as described in the resolution below:

          RESOLVED, that, pursuant to the Plan and Sections 16-10a-602 and
     1008 of the Revised Business Corporation Act of the State of Utah, the
     Corporation hereby establishes a second series of Preferred Stock, par
     value $.001 per share, of the Corporation and fixes the number of
     shares of such series and the powers, designations, preferences and
     relative, participating, optional or other rights of such series, and
     the qualifications, limitations or restrictions thereof as follows:

          The second series of Preferred Stock, par value $.001 per share,
     of the Corporation shall be, and hereby is, designated "Series B
     Preferred Stock" (the "SERIES B PREFERRED STOCK"), and the number of
     shares constituting such series shall be six hundred thousand
     (600,000).  The relative rights and preferences of the Series B
     Preferred Stock shall be as follows:

               THE TERMS USED HEREIN SHALL HAVE THE SAME MEANING AS SET FORTH IN
     THE PLAN UNLESS OTHERWISE DEFINED HEREIN.



SECTION A. DIVIDENDS OR REDEMPTION REGARDING OTHER CLASSES OR SERIES.

     No redemption of or payment of dividends to Common Stock or any other
class or series of stock ranking junior to the Series  B Preferred Stock
shall occur as to dividends or assets, except to the extent that sufficient
stockholders' equity exists to fully redeem all shares of Series B
Preferred Stock issued and outstanding including any declared and unpaid
dividends on Series B Preferred Stock, prior to the redemption or dividend
payment, as of the dates of declaration and payment of such dividend or
redemption on Common Stock or other junior stock.





SECTION B. REDEMPTION OF  SERIES B PREFERRED STOCK.

     Subject to restrictions imposed herein and by Utah law, the
Corporation may, at its option, redeem the shares of the Series B Preferred
Stock in whole or in part, at any time, in exchange for the payment of the
Series B Liquidation Preference.  Redemption shall be accomplished using
the procedures set forth below:

     (1)  NOTICE PROCEDURE.  The Corporation shall give notice to the
holder of record (the "HOLDER") by certified mail, return receipt
requested, at least 60 days in advance of the date set forth in such notice
as the date on which such redemption is to be effected.  The shares shall
be redeemed upon payment by the Corporation to the Holder of the Series B
Liquidation Preference, together with the amount of any dividends declared
and unpaid thereon, as of the redemption date.  The Corporation shall be
required to redeem pro rata, based on the number of shares of Series B
Preferred Stock held by Holder in relation to the number of shares of
Series B Preferred Stock issued and outstanding as of the record date for
redemption, at any time it elects to redeem the Series B Preferred Stock in
part.  Any redemptions hereunder shall be subject to restrictions imposed
by Utah law regarding the circumstances under which such a redemption may
be effected.

     (2)  PAYMENT PROCEDURES.  To facilitate the redemption of any shares
of Series B Preferred Stock, as provided in this Section B, the Board of
Directors shall be authorized to cause the transfer books of the
Corporation to be closed not more than 60 days prior to the designated
redemption date.  Any notice mailed by the Corporation shall contain the
information required by Utah law and shall be mailed to the Holder at its
address, certified mail, return receipt requested, as the same shall appear
on the books of the Corporation.  If fewer than all the outstanding shares
of Series B Preferred Stock are to be redeemed, the redemption shall be
made pro rata as set forth in Section B.(1) hereof, but to the extent and
in such a manner so as to minimize the number of fractional shares of
Series B Preferred Stock which remain outstanding as a result of such
redemption.  From and after the date fixed in any notice from the
Corporation as the date of redemption, and after all amounts necessary to
effect such redemption have been set aside for such purpose, all rights of
the Holder thereof as a shareholder of the Corporation with respect to the
shares redeemed, except the right to receive the redemption price and any
declared and unpaid dividends, shall cease and terminate.

     (3)  DELIVERY OF CERTIFICATES.  The Holder shall be entitled to
receive the redemption price plus any declared and unpaid dividends upon
actual delivery to the Corporation or to such other entity as may be
designated by the notice referred to in Subsection (2) of this Section B of
certificates for the number of shares to be redeemed, duly endorsed in
blank or accompanied by proper instruments of assignment and transfer duly
endorsed in blank.  Series B Preferred Stock redeemed pursuant to the
provisions of this Section may, in the sole discretion of the Board of
Directors, be held in the treasury of the Corporation or retired and
canceled and given the status of authorized and unissued Series B Preferred
Stock.

     (4)  SINKING FUND.  The Series B Preferred Shares are not mandatorily
redeemable by the Corporation and shall not have the benefit of any sinking
fund for the redemption or purchase of such shares.  The Series B Preferred
Shares are not redeemable at the option of the Holder.



SECTION C. PRIORITY OF THE SERIES B PREFERRED STOCK IN THE EVENT OF
DISSOLUTION.

     The Series B Preferred Stock shall be inferior to the Series A
Preferred Stock but shall have preference over the Common Stock and any
class or series of stock ranking junior to the Series B Preferred Stock as
to the distribution of assets in the event of any liquidation, dissolution
or winding up of the Corporation and, in that event, subject to the
provisions of applicable law, the Series B Holder shall be entitled to
receive, out of the assets of the Corporation available for distribution to
its stockholders, $1.00 per share of Series B Preferred Stock (the "SERIES
B LIQUIDATION PREFERENCE").  Upon any liquidation, dissolution or winding
up of the Corporation, after payment shall have been made in full on any
other securities which are senior as to distribution of assets to the
Series B Preferred Stock, and after payment shall have been made in full on
the Series B Preferred Stock, as provided in this Section, but not prior
thereto, the holders of all the remaining capital stock including Common
Stock or any other series or class of stock ranking junior to the Series B
Preferred Stock as to distribution of assets shall, subject to the
respective terms and provisions of the Articles of Incorporation of the
Corporation, if any, applying thereto, be entitled to receive any and all
assets remaining to be paid or distributed, and the Series B Holder shall
not be entitled to share therein.  The merger or consolidation of the
Corporation with another corporation and/or the sale, lease, pledge or
mortgage of all or substantially all of the assets of the Corporation shall
not be deemed to be a liquidation, dissolution or winding up of the
Corporation for the purpose of this Section.



SECTION D. RIGHTS OF CONVERSION INTO SHARES OF COMMON STOCK OF THE
CORPORATION.

     (1)  GENERAL.  Subject to the terms hereof, any share or shares of
Series B Preferred Stock may be converted, provided that such shares have
not been redeemed, beginning sixty (60) days from date of issue at the
option of the Series B Holder into fully paid and nonassessable shares of
Common Stock as set forth herein.

     (2)  ISSUANCE TO INITIAL HOLDERS IN SUBSERIES; RIGHT TO CONVERT.

          (a)  SUBSERIES.

               (i) The Plan provides that Each Holder who receives Series B
     Preferred Stock upon the initial issue of Series B Preferred Stock
     pursuant to the Plan (an "Initial Holder") may convert shares of
     Series B Preferred Stock which they hold, at a maximum rate of 20,000
     shares per month.  To accomplish this, each Initial Holder shall
     receive their Series B Preferred Stock in several Subseries, each of
     20,000 shares per Initial Holder.  Each Subseries (of 20,000 shares
     per Initial Holder) of Series B Preferred Stock issued to each Initial
     Holder shall be numbered consecutively beginning with Subseries  1.
     Subseries  1 shall become convertible pursuant to this Section D
     beginning 60 days after issuance of the Stock.  Subseries  2 shall
     become convertible pursuant to this Section D beginning on the first
     day of the month next succeeding 29 days after the date on which
     Subseries 1 first becomes convertible.  Subseries 3 shall become
     convertible pursuant to this Section D beginning on the first day of
     the month immediately following the month in which Subseries 2 first
     becomes convertible.  Thereafter, each succeeding Subseries of Series
     B Preferred Stock shall become convertible on the first day of the
     month immediately following the month in which the preceding Subseries
     became convertible, until all shares of Series B Preferred Stock have
     become convertible.

               (ii) By way of example to illustrate the preceding
     paragraph, assume that, on January 22, 2001, Initial Shareholder X
     receives 100,000 shares of Series B Preferred Stock, Initial
     Shareholder Y receives 50,000 such shares and Initial Shareholder Z
     receives 1,500 shares.  Initial Shareholders X and Y would each
     receive 20,000 shares of Subseries 1, Series B Preferred Stock, and
     Initial Shareholder Z would receive 1,500 such shares.  In that case,
     and assuming none of the Series B shares are sold or redeemed, on
     March 23, 2001, all of the Subseries 1, Series B Preferred Stock will
     become convertible beginning 60 days thereafter, on March 23, 2001.
     On that date, Initial Shareholder X will have 20,000 convertible and
     80,000 non-convertible Series B Preferred Shares, Initial Shareholder
     Y will have 20,000 convertible and 30,000 non-convertible Series B
     Preferred Shares, and Initial Shareholder Z will have 1,500
     convertible and 0 non-convertible shares.  (y) On May 1, 2001, all of
     the Subseries 2, Series B Preferred Stock will become convertible.  On
     that date, Initial Shareholder X will have 40,000 convertible and
     60,000 non-convertible Series B Preferred Shares, and Initial
     Shareholder Y will have 40,000 convertible and 10,000 non-convertible
     Series B Preferred Shares.  Thereafter, each succeeding Subseries
     shall become convertible serially on the first day of each succeeding
     month until all Series B Preferred Stock become convertible.  So many
     Subseries of Series B Preferred Stock will be issued as are required
     to make all Series B Preferred Stock owned by the Initial Shareholder
     holding the largest number of Series B Preferred Stock convertible at
     the rate of 20,000 shares per month, as described in this subsection.

               (iii) All share certificates for each Subseries of Series B
     Preferred Stock will bear a legend stating the Subseries which that
     certificate represents and the date on which the shares represented by
     that Certificate first become convertible.

               (iv) The rights and preferences of all Subseries of Series B
     Preferred Stock, will be identical in all respects other than the
     conversion feature described in this subsection.

          (b)  RIGHT TO CONVERT.  Each share of each Series of Series B
Preferred Stock shall be convertible, at the option of the holder thereof,
according the provisions of subsection D.(2)(a), at the office of the
corporation or any transfer agent for the Series B Preferred Stock, into
such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing the applicable "ORIGINAL ISSUE PRICE" of one share
of Series B Preferred Stock by the conversion price at the time in effect
for a share of Series B Preferred Stock.  The Original Issue Price per
share of Series B Preferred Stock is $1.00.  The Conversion price per share
of Series B Preferred Stock initially shall be $0.20, subject to adjustment
from time to time as provided below.

          (c)  Mechanics of Conversion.  No fractional shares of Common
Stock shall be issued upon conversion of the Series B Preferred Stock.  In
lieu of any fractional shares to which the holder would otherwise be
entitled, the corporation shall pay cash equal to such fraction multiplied
by the then applicable Conversion Price of the Series B Preferred Stock.
Before any holder of Series B Preferred Stock shall be entitled to convert
the same into shares of Common Stock pursuant to Section D.(2)(b), such
holder shall surrender the certificate or certificates therefore, duly
endorsed, at the office of the corporation or of any transfer agent for the
Series B Preferred Stock, and shall give written notice by mail, postage
prepaid, to the corporation at its principal corporate office, of the
election to convert the same, and 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 B Preferred Stock to be converted.   The
corporation shall, as soon as practicable thereafter, issue and deliver to
such address as the holder may direct, a certificate or certificates for
the number of shares of Common Stock to which such holder shall be
entitled.

          (d)  STATUS OF CONVERTED STOCK.  In the event any shares of
Series B Preferred Stock shall be converted pursuant to this Section D, the
shares so converted shall be canceled and shall not be reissued by the
corporation.

          (e)  ADJUSTMENT OF CONVERSION PRICE OF SERIES B PREFERRED STOCK.
The Conversion Price of Series B Preferred Stock shall be subject to
adjustment from time to time as follows:

               (i) ADJUSTMENTS FOR SUBDIVISIONS OR COMBINATIONS OF COMMON
     STOCK.  In the event the outstanding shares of Common Stock shall be
     subdivided by stock split, stock dividend or otherwise, into a greater
     number of shares of Common Stock, the Conversion Price of each share
     of Series B Preferred Stock then in effect shall, concurrently with
     the effectiveness of such subdivision, be proportionately decreased.
     In the event the outstanding shares of Common Stock shall be combined
     or consolidated into a lesser number of shares of Common Stock, the
     Conversion Price of each share of Series B Preferred Stock then in
     effect shall, concurrently with the effectiveness of such combination
     or consolidation, be proportionately increased.

               (ii) ADJUSTMENTS FOR STOCK DIVIDENDS AND OTHER
     DISTRIBUTIONS.  In the event the corporation makes, or fixes a record
     date for the determination of holders of Common Stock entitled to
     receive, any distribution (excluding repurchases of securities by the
     corporation not made on a pro rata basis) payable in property or in
     securities of the corporation other than shares of Common Stock, and
     other than as otherwise adjusted for in this Section D, then and in
     each such event the holders of Series B Preferred Stock shall receive,
     at the time of such distribution, the amount of property or the number
     of securities of the corporation that they would have received had
     their Series B Preferred Stock been converted into Common Stock on the
     date of such event.

               (iii) ADJUSTMENTS FOR REORGANIZATIONS, RECLASSIFICATIONS OR
     SIMILAR EVENTS.  If the Common Stock shall be changed into the same or
     a different number of shares of any other class or classes of stock or
     other securities or property, whether by capital reorganization,
     reclassification or otherwise, then each share of Series B Preferred
     Stock shall thereafter be convertible into the number of shares of
     stock or other securities or property to which a holder of the number
     of shares of Common Stock of the corporation deliverable upon
     conversion of such shares of Series B Preferred Stock shall have been
     entitled upon such reorganization, reclassification or other event.

               (iv) ADJUSTMENTS FOR DILUTING ISSUES.  In addition to the
     adjustment of the Conversion Prices provided above, the Conversion
     Price of the Series B Preferred Stock shall be subject to further
     adjustment from time to time as follows:

                    1) SPECIAL DEFINITIONS.

                         a) "Options" shall mean rights, options or
               warrants to subscribe for, purchase or otherwise acquire
               either Common Stock or Convertible Securities.

                         b)  "Business Day" " shall mean any day other than
               a Saturday, a Sunday, or other day on which banking
               institutions in the City of Dallas, Texas or New York, New
               York shall be permitted or required by law or executive
               order to be closed.

                         c) "Original Issue Date" shall mean the date on
               which the first share of Series B Preferred Stock was first
               issued.

                         d) "Convertible Securities" shall mean securities
               convertible into or exchangeable for Common Stock, either
               directly or indirectly.

                         e) "Fair Market Value" means, for a particular
               day:

                              I) If shares of Common Stock are listed or
                    admitted to unlisted trading privileges on any national
                    or regional securities exchange at the date of
                    determining the Fair Market Value, then the average of
                    the last reported sales price, regular way, on the
                    composite tape of that exchange on the last fifteen
                    Business Days before the date in question or, if no
                    such sale takes place on that Business Day, the average
                    of the closing bid and asked prices, regular way, in
                    either case as reported in the principal consolidated
                    transaction reporting system with respect to securities
                    listed or admitted to unlisted trading privileges on
                    that securities exchange; or

                              II) If shares of Common Stock are not listed
                    or admitted to unlisted trading privileges as provided
                    in paragraph D.(2)(e)(iv)1)e)I) above, and sales prices
                    for shares of Stock of the same class in the over-the-
                    counter market are reported by the National Association
                    of Securities Dealers, Inc. Automated Quotations, Inc.
                    ("NASDAQ") National Market System (or such other system
                    then in use) at the date of determining the Fair Market
                    Value, then the average of the last reported sales
                    price so reported on the last fifteen Business Days
                    before the date in question or, if no such sale takes
                    place on that Business Day, the average of the high bid
                    and low asked prices so reported; or

                              III) If shares of Common Stock are not listed
                    or admitted to unlisted trading privileges as provided
                    in paragraph D.(2)(e)(iv)1)e)I) above, and sales prices
                    for shares of Stock of the same class are not reported
                    by the NASDAQ National Market System (or a similar
                    system then in use) as provided in paragraph
                    D.(2)(e)(iv)1)e)II) above, and if bid and asked prices
                    for shares of Common Stock in the over-the-counter
                    market are reported by NASDAQ (or, if not so reported,
                    by the National Quotation Bureau Incorporated) at the
                    date of determining the Fair Market Value, then the
                    average of the high bid and low asked prices on the
                    last Business Day before the date in question; or

                              IV) If shares of Common Stock are not listed
                    or admitted to unlisted trading privileges as provided
                    in paragraph D.(2)(e)(iv)1)e)I) above, and sales prices
                    or bid and asked prices therefor are not reported by
                    NASDAQ (or the National Quotation Bureau Incorporated)
                    as provided in paragraphs D.(2)(e)(iv)1)e)II) or
                    D.(2)(e)(iv)1)e)III) above at the date of determining
                    the Fair Market Value, then the value determined in
                    good faith by the Board, which determination shall be
                    conclusive for all purposes; or

                              V) If shares of Common Stock are listed or
                    admitted to unlisted trading privileges as provided in
                    paragraph D.(2)(e)(iv)1)e)I) above or sales prices or
                    bid and asked prices therefor are reported by NASDAQ
                    (or the National Quotation Bureau Incorporated) as
                    provided in paragraphs D.(2)(e)(iv)1)e)II) or
                    D.(2)(e)(iv)1)e)III) above at the date of determining
                    the Fair Market Value, but the volume of trading is so
                    low that the Board determines in good faith that such
                    prices are not indicative of the fair value of the
                    Stock, then the value determined in good faith by the
                    Board, which determination shall be conclusive for all
                    purposes notwithstanding the provisions of paragraphs
                    D.(2)(e)(iv)1)e)I), D.(2)(e)(iv)1)e)II) or
                    D.(2)(e)(iv)1)e)III).

                         f) "Additional Shares of Common Stock" shall mean
               all shares of Common Stock issued (or, pursuant to Section
               D.(2)(e)(iv)3) deemed to be issued) by the corporation after
               the Original Issue Date OTHER THAN shares of Common Stock
               issued (or, pursuant to Section D.(2)(e)(iv)3) deemed to be
               issued):

                              I) upon conversion of shares of Series B
                    Preferred Stock or Series B Preferred Stock; or

                              II) as a dividend or other distribution in
                    connection with which an adjustment to the Conversion
                    Price is made pursuant to Section D.(2)(e)(i),
                    D.(2)(e)(ii) or D.(2)(e)(iii);

                              III) in an acquisition of another corporation
                    by this corporation by merger, purchase of all or
                    substantially all of the assets or other reorganization
                    that is approved by two-thirds of the board of
                    directors;

                              IV) pursuant to any Options outstanding as of
                    the Original Issue Date (including those Options issued
                    to claimaints and interest holders pursuant to the
                    Plan); and

                              V) to equipment lessors, banks, financial
                    institutions or similar entities in a transaction
                    approved by vote of two-thirds of the members of the
                    Board of Directors of the Corporation, the principal
                    purpose of which is other than the raising of capital
                    through the sale of equity securities of the
                    Corporation.

                    2) No Adjustment of Conversion Price.

                         a) No adjustment in the Conversion Price shall be
               made pursuant to Section D.(2)(e)(iv)4) below, unless the
               consideration per share for an Additional Share of Common
               Stock issued (or, pursuant to Section D.(2)(e)(iv)4), deemed
               to be issued) by the corporation is less than the Conversion
               Price in effect on the date of, and immediately prior to,
               such issue, and provided that any such adjustment shall not
               have the effect of increasing the Conversion Price to an
               amount which exceeds the Conversion Price existing
               immediately prior to such adjustment.

                         b) No adjustment in the Conversion Price shall be
               made pursuant to Section D.(2)(e)(iv)4) below, unless the
               adjustment would result in a decrease of at least one
               percent (1%) in the Conversion price per share, provided
               that all adjustments which do not meet this minimum
               requirement shall be cumulated and the adjustment will be
               made when the cumulated total is sufficient to require an
               adjustment.

                    3) DEEMED ISSUANCE OF ADDITIONAL SHARES OF COMMON
          STOCK.  Except as otherwise provided in Section D.(2)(e)(iv)1) or
          D.(2)(e)(iv)2), in the event the corporation at any time or from
          time to time after the Original Issue Date shall issue any
          Options or Convertible Securities or shall fix a record date for
          the determination of any holders of any class of securities
          entitled to receive any such Options or Convertible Securities,
          then the maximum number of shares (as set forth in the instrument
          relating thereto without regard to any provisions contained
          therein for a subsequent adjustment of such number) of Common
          Stock issuable upon the exercise of such Options or, in the case
          of Convertible Securities and Options therefore, the conversion
          or exchange of such Convertible Securities, shall be deemed to be
          Additional Shares of Common Stock issued as of the time of such
          issue or, in case such a record date shall have been fixed, as of
          the close of business on such record date, provided that in any
          such case in which Additional Shares of Common Stock are deemed
          to be issued:

                         a) no further adjustment in the Conversion Price
               shall be made upon the subsequent issue of Convertible
               Securities or shares of Common Stock upon the exercise of
               such Options or conversion or exchange of such Convertible
               Securities;

                         b) if such Options or Convertible Securities by
               their terms provide, with the passage of time or otherwise,
               for any increase or decrease in the consideration payable to
               the corporation, or increase or decrease in the number of
               shares of Common Stock issuable, upon the exercise,
               conversion or exchange thereof, the Conversion price
               computed upon the original issue thereof or upon the
               occurrence of a record date with respect thereto, and any
               subsequent adjustments based thereon, shall, upon any such
               increase or decrease becoming effective, be recomputed to
               reflect such increase or decrease;

                         c) upon the expiration of any such Options or any
               rights of conversion or exchange under such Convertible
               Securities which shall not have been exercised, the
               Conversion Price computed upon the original issue thereof or
               upon the occurrence of a record date with respect thereto,
               and any subsequent adjustments based thereon, shall, upon
               such expiration, be recomputed as if:

                              I) in the case of Convertible Securities or
                    Options for Common Stock, the only Additional Shares of
                    Common Stock issued were shares of Common Stock, if
                    any, actually issued upon the exercise of such Options
                    or the conversion or exchange of such Convertible
                    Securities, and the consideration received therefore
                    was the consideration actually received by the
                    corporation for the issue of all such Options, whether
                    or not exercised, plus the consideration actually
                    received by the corporation upon such exercise, or for
                    the issue of all such Convertible Securities, whether
                    or not converted or exchanged, plus the additional
                    consideration, if any, actually received by the
                    corporation upon such conversion or exchange; and

                              II) in the case of Options for Convertible
                    Securities, only the Convertible Securities, if any,
                    actually issued upon the exercise thereof were issued
                    at the time of issue of such Options and the
                    consideration received by the corporation for the
                    Additional Shares of Common Stock deemed to have been
                    then issued was the consideration actually received by
                    the corporation for the issue of all such Options,
                    whether or not exercised, plus the consideration deemed
                    to have been received by the corporation upon the issue
                    of the Convertible Securities with respect to which
                    such Options were actually exercised;

                         d) no readjustment pursuant to Section
               D.(2)(e)(iv)3)b) or D.(2)(e)(iv)3)c) above shall have the
               effect of increasing the Conversion Price to an amount which
               exceeds the Conversion Price existing immediately prior to
               the original adjustment with respect to the issuance of such
               Options or Convertible Securities, as adjusted for any
               Additional Shares of Common Stock issued (or, pursuant to
               Section D.(2)(e)(iv)3), deemed to be issued) between such
               original adjustment date and such readjustment date;

                         e) in the case of any Options which expire by
               their terms not more than 30 days after the date of issue
               thereof, no adjustment of the Conversion Price shall be made
               until the expiration or exercise of all such Options; and

                         f) in the case of any Option or Convertible
               Security with respect to which the maximum number of shares
               of Common Stock issuable upon exercise or conversion or
               exchange thereof is not determinable, no adjustment to the
               Conversion Price shall be made until such number becomes
               determinable.

                    4) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE OF
          ADDITIONAL SHARES OF COMMON STOCK.  Subject to the limitation set
          forth in Section D.(2)(e)(iv)2), above if Additional Shares of
          Common Stock are issued (or, pursuant to SectionD.(2)(e)(iv)3),
          deemed to be issued) without consideration or for a consideration
          per share (computed on an as-converted to Common Stock basis)
          less than the Fair Market Value on the Business Day immediately
          preceding such issue, then and in such event, such Conversion
          Price shall be reduced, concurrently with such issue, to a price
          (rounded to the nearest cent) determined by multiplying such
          Conversion Price by a fraction, (x) the numerator of which shall
          be the number of shares of Common Stock outstanding immediately
          prior to such issue plus the number of shares of Common Stock
          which the aggregate consideration received by the corporation for
          the total number of Additional Shares of Common Stock so issued
          would purchase at the Fair Market Value on the Business Day
          immediately preceding such issue, and (y) the denominator of
          which shall be the number of shares of Common Stock outstanding
          immediately prior to such issue plus the number of such
          Additional Shares of Common Stock so issued.  For the purposes of
          this Section D.(2)(e)(iv)4), all shares of Common Stock issuable
          upon exercise of outstanding Options, upon conversion of
          outstanding Convertible Securities and upon conversion of
          Convertible Securities following exercise of outstanding options
          therefore, shall be deemed to be outstanding, and immediately
          after any Additional Shares of Common Stock are deemed issued
          pursuant to Section D.(2)(e)(iv)3), such Additional Shares of
          Common Stock shall be deemed to be outstanding.

                    5) DETERMINATION OF CONSIDERATION.  For purposes of
          this Section D.(2)(e)(iv), the consideration received by the
          corporation for any Additional Shares of Common Stock issued (or,
          pursuant to Section D.(2)(e)(iv)3), deemed to be issued) shall be
          computed as follows:

                    6) CASH AND PROPERTY. Such consideration shall:

                         a) insofar as it consists of cash, be computed at
               the aggregate amount of cash received by the corporation
               after deducting any commissions paid by the corporation with
               respect to such issuance, but without deduction of any
               expenses payable by the corporation;

                         b) insofar as it consists of property other than
               cash, be computed at the fair value thereof at the time of
               such issuance, as determined in good faith by the board of
               directors of the corporation; and

                         c) if Additional Shares of Common Stock are issued
               (or, pursuant to Section D.(2)(e)(iv)3), deemed to be
               issued) together with other shares or securities or other
               assets of the corporation for consideration which covers
               both, be the proportion of such consideration so received,
               computed as provided in clauses (a) and (b) above, as
               determined in good faith by the board of directors of the
               corporation.

                    7) OPTIONS AND CONVERTIBLE SECURITIES.  The
          consideration received by the corporation for Additional Shares
          of Common Stock deemed to have been issued pursuant to Section
          D.(2)(e)(iv)3), relating to Options and Convertible Securities,
          shall be the sum of (x) the total amount, if any, received or
          receivable by the corporation as consideration for the issue of
          such options or Convertible Securities, plus (y) the minimum
          aggregate amount of additional consideration (as set forth in the
          instruments relating thereto, without regard to any provision
          contained therein for a subsequent adjustment of such
          consideration) payable to the corporation upon the exercise of
          such Options or the conversion or exchange of such Convertible
          Securities, or in the case of Options for Convertible Securities,
          the exercise of such Options for Convertible Securities and the
          conversion or exchange of such Convertible Securities.

          (f)  CERTIFICATE AS TO ADJUSTMENTS.  Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section
D, the corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnished to each
holder of Series B Preferred Stock to which such adjustment pertains a
certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based.  The
corporation shall, upon the written request at any time of any holder of
Series B Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (i) such adjustments and readjustments, (ii)
the Conversion Prices at the time in effect, and (iii) the number of shares
of Common Stock and the amount, if any, of other property which at the time
would be received upon the conversion of such holder's Series B Preferred
Stock.

          (g)  NO IMPAIRMENT.  The corporation will not, through any
reorganization, recapitalization, 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 D 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
Series B Preferred Stock against impairment.  This provision shall not
restrict the corporation's right to amend its Articles of Incorporation
with the requisite shareholder consent.

          (h)  NOTICES OF RECORD DATE.  In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities
or property or to receive any other right, the corporation shall mail to
each Holder of Series B Preferred Stock at least twenty (20) days prior to
such record date, a notice specifying the date on which any such record is
to be taken for the purpose of such dividend or distribution or right, and
the amount and character of such dividend, distribution or right.

     (5)  CANCELLATION.  Series B Preferred Stock converted into Common
Stock shall be retired and canceled by the Corporation and given the status
of authorized and unissued Series B Preferred Stock.

     (6)  RESERVATION OF SHARES.  The Corporation shall, at all times
during which shares of Series B Preferred Stock may be converted into
Common Stock, reserve and keep available, out of any Common Stock held as
treasury stock or out of its authorized and unissued Common Stock, or both,
solely for the purpose of delivery upon conversion of the shares of Series
B Preferred Stock as herein provided, such number of shares of Common Stock
as shall then be sufficient to effect the conversion of all shares of
Series B Preferred Stock from time to time outstanding and shall take such
action as may from time to time be necessary to ensure that such shares of
Common Stock will, when issued upon conversion of Series B Preferred Stock,
be fully paid and nonassessable.

     (8)  STATEMENT TO TRANSFER AGENT.  Whenever the Series B Conversion
Rate for shares of Series B Preferred Stock shall be adjusted pursuant to
the provisions of Section D.(6) hereof, the Corporation shall forthwith
maintain at its office and, if applicable, file with the Transfer Agent for
shares of Series B Preferred Stock and for shares of Common Stock and shall
cause to be mailed to the Holders of Series B Preferred Stock at their last
addresses as shown on the records of the Corporation or such Transfer
Agent, a statement signed by the President or a Vice President of the
Corporation and by its Treasurer or an Assistant Treasurer, stating the
adjusted Series B Conversion Rate and setting forth in reasonable detail
the method of calculation and the facts requiring such adjustment and
stating the facts on which the calculation is based.  Each adjustment shall
remain in effect until a subsequent adjustment hereunder is required.



SECTION E. FRACTIONAL SHARES.

     No fractional shares of Common Stock or scrip representing fractional
shares of Common Stock shall be issued upon any conversion of shares of
Series B Preferred Stock.    If any fraction of a Share  would be issuable
on conversion,  the said fractional interest shall be rounded to the
nearest whole share.



SECTION F. VOTING RIGHTS OF SERIES B PREFERRED STOCK.

Except as otherwise provided herein or by law, the Holders of the Series B
Preferred Stock shall have full voting rights and powers, shall be entitled
to vote on all matters as to which holders of the Common Stock shall be
entitled to vote, shall vote together with the holders of Common Stock and
Series A Preferred Stock as a single class, and shall be entitled to one
vote for each share of Common Stock which would be held by them if all of
their shares of Series B Preferred Stock were to be converted into shares
of Common Stock.



SECTION G. DIVIDENDS

     Holders of Series A Preferred Stock shall be entitled to dividends
only if, as, and when declared on the Series B Preferred Stock by the
Corporation's board of directors.



     IN TESTIMONY WHEREOF, National Health and Safety Corporation has
caused this Statement to be signed under its corporate seal by its Chief
Executive officer on January 17, 2001.

                              NATIONAL HEALTH AND SAFETY CORPORATION





                              By:       /S/ EUGENE ROTHCHILD


                                   Eugene Rothchild, President



SERIES B PREFERRED STOCK                                             Page 1