FORM OF
                         CERTIFICATE OF DESIGNATION OF
                         SERIES 1996-4 PREFERRED STOCK

                                       OF

                              FORELAND CORPORATION

It is hereby certified that:

     1.   The name of the Company (hereinafter called the "Company") is Foreland
Corporation, a Nevada corporation.

     2.   The certificate of incorporation of the Company authorizes the
issuance of Five Million (5,000,000) shares of preferred stock, $.001 par value
per share, and expressly vests in the Board of Directors of the Company the
authority provided therein to issue any or all of said 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 Board of Directors of the Company, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series 1996-4 issue of Preferred Stock:

     RESOLVED, that Five Hundred (500) of the Five Million (5,000,000)
authorized shares of Preferred Stock of the Company shall be designated Series
1996-4 Preferred Stock, $.001 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 $.001 per share and shall be designated as Series 1996-4
Preferred Stock (the "Series 1996-4 Preferred Stock") and the number of shares
constituting the Series 1996-4 Preferred Stock shall be Five Hundred (500).  The
Series 1996-4 Preferred Stock shall be offered at a purchase price of Ten
Thousand Dollars ($10,000) per share (the "Original Series 1996-4 Issue Price"),
with an eight percent (8%) per annum accretion rate as set forth herein.

     Section 2.     Rank.  The Series 1996-4 Preferred Stock shall rank: (i)
junior to any other class or series of capital stock of the Company hereafter
created specifically ranking by its terms senior to the Series 1996-4 Preferred
Stock (collectively, the "Senior Securities"); (ii) prior to all of the
Company's Common Stock, $.001 par value per share ("Common Stock"); (iii) prior
to any class or series of capital stock of the Company hereafter created not
specifically ranking by its terms senior to or on parity with any Series 1996-4
Preferred Stock of whatever subdivision (collectively, with the Common Stock,
"Junior Securities"); and (iv) 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 1996-4 Preferred Stock ("Parity Securities") in each case
as to distributions 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.     Dividends.  The Series 1996-4 Preferred Stock will bear no
dividends, and the holders of the Series 1996-4 Preferred Stock ("Holders")
shall not be entitled to receive dividends on the Series 1996-4 Preferred Stock.

     Section 4.     Liquidation Preference.

          (a)  In the event of any liquidation, dissolution or winding up of the
Company ("Liquidation Event"), either voluntary or involuntary, the Holders of
shares of Series 1996-4 Preferred Stock shall be entitled to receive,
immediately after any distributions to Senior Securities required by the
Company's Certificate of Incorporation or any certificate of designation, and
prior in preference to any distribution to Junior Securities but in parity with
any distribution to Parity Securities, an amount per share equal to the sum of
(i) the Original Series 1996-4 Issue Price for each outstanding share of Series
1996-4 Preferred Stock and (ii) an amount equal to eight percent (8%) of the
Original Series 1996-4 Issue Price per annum for the period that has passed
since the date that, in connection with the consummation of the purchase by
Holder of shares of Series 1996-4 Preferred Stock from the Company, the escrow
agent first had in its possession funds representing full payment for the shares
of Series 1996-4 Preferred Stock (such amount being referred to herein as the
"Premium").  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 1996-4
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 1996-4 Preferred Stock and the Parity Securities, respectively, then
the entire assets and funds of the Company legally available for distribution
shall be distributed among the Holders of the Series 1996-4 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 Certificate of
Incorporation and any certificate(s) of designation relating thereto.

          (b)  Upon the completion of the distribution required by subsection
4(a), if assets remain in this Company, they shall be distributed to holders of
Junior Securities in accordance with the Company's Certificate of Incorporation
including any duly adopted certificate(s) of designation.

          (c)  At each Holder's option, a sale, conveyance or disposition of all
or substantially all of the assets of the Company or the effectuation by the
Company of a transaction or series of related transactions in which more than
fifty percent (50%) of the voting power of the Company is disposed of shall be
deemed to be a Liquidation Event as defined in Section 4(a); provided further
that (i) a consolidation, merger, acquisition, or other business combination of
the Company with or into any other publicly traded company or companies shall
not be treated as a Liquidation Event as defined in Section 4(a) but instead
shall be treated pursuant to Section 5(e) hereof, and (ii) a consolidation,
merger, acquisition, or other business combination of the Company with or into
any other non-publicly traded company or companies shall be treated as a
Liquidation Event as defined in Section 4(a).  The Company shall not effect any
transaction described in subsection 4(c)(ii) unless it first gives thirty (30)
business days prior notice of such transaction (during which time the Holder
shall be entitled to immediately convert any or all of its shares of Series
1996-4 Preferred Stock into Common Stock at the Conversion Price, as defined
below, then in effect, which conversion shall not be subject to the conversion
restrictions set forth in Section 5(a); provided however, that, if such
conversion takes place prior to the end of the four (4) month holding period set
forth in Section 5(a), for purposes of calculating the Variable Conversion Price
(as defined in Section 5(a)), "X" shall equal one hundred percent (100%)).

          (d)  In the event that, immediately prior to the closing of a
transaction described in Section 4(c) which would constitute a liquidation
event, the cash distributions required by Section 4(a) or Section 6 have not
been made, the Company shall either: (i) cause such closing to be postponed
until such cash distributions have been made, or (ii) cancel such transaction,
in which event the rights of the Holders of Series 1996-4 Preferred Stock shall
be the same as existing immediately prior to such proposed transaction.

     Section 5.     Conversion.  Subject to Sections 4(c) and 12 herein, the
record Holders of this Series 1996-4 Preferred Stock shall have conversion
rights as follows (the "Conversion Rights"):

          (a)  Right to Convert.  The record Holder of the Series 1996-4
Preferred Stock shall be entitled to convert a percentage of the aggregate
Series 1996-4 Preferred Stock initially issued to such Holder at the times and
in the amounts as follows:

          No. of Months            Percentage of Series 1996-4 Preferred Stock
Initially
     After the Last Closing Date        Issued to Such Holder Available for
Conversion

          4 months                           15%
          5 months                           30%
          6 months                           45%
          7 months                           60%
          8 months                           75%
          9 months                           90%
          10 months                          100%

provided, however, that a Holder may not convert more than twenty percent (20%)
of the aggregate Series 1996-4 Preferred Stock initially issued to such Holder
in any given one (1) month period beginning on the date that is four (4) months
following the Last Closing Date and beginning on the same day of each subsequent
month thereafter until the date that is ten (10) months following the Last
Closing Date; and provided, further, that subsequent to the date that is ten
(10) months following the Last Closing Date, there shall be no restrictions on
the number of shares of Series 1996-4 Preferred Stock that may be converted into
Common Stock.  As used herein, "Last Closing Date" shall mean the date of the
last closing of a purchase and sale of the Series 1996-4 Preferred Stock that
occurs pursuant to the offering of the Series 1996-4 Preferred Stock by the
Company.

The date that is four (4) months following the Last Closing Date and the same
day of each subsequent month referenced above are hereinafter referred to
singularly as a "Conversion Gate" and collectively as "Conversion Gates".  At
the applicable Conversion Gate and at any time thereafter, the percentage of the
aggregate Series 1996-4 Preferred Stock initially issued to such Holder which is
available for conversion as set forth above is convertible into that number of
fully-paid and non-assessable shares of Common Stock of the Company calculated
in accordance with the following formula (the "Conversion Rate"):

     Number of shares issued upon conversion of one (1) share of Series 1996-4
     Preferred Stock =

                           (.08) (N/365) (10,000) + 10,000
                                  Conversion Price

     where,

     o N= the number of days between (i) the date that, in connection with the
     consummation of the initial purchase by Holder of shares of Series 1996-4
     Preferred Stock from the Company, the escrow agent first had in its
     possession funds representing full payment for the shares of Series 1996-4
     Preferred Stock for which conversion is being elected, and (ii) the
     applicable Date of Conversion (as defined in Section 5(b)(iv) below) for
     the shares of Series 1996-4 Preferred Stock for which conversion is being
     elected, and

     o Conversion Price = the lesser of (x) $7.50 (the "Fixed Conversion
     Price"), or (y) X% of the average Closing Bid Price, as that term is
     defined below, of the Company's Common Stock for the five (5) trading days
     immediately preceding the Date of Conversion, as defined below (the
     "Variable Conversion Price"), where X is determined as follows:

                No. Months Between Last
          Closing and Date of Conversion                "X"
          4 months-6 months                       90%
          6 months and 1 day-12 months            85%
          more than 12 months                     82.5%

     For purposes hereof, any Holder which acquires shares of Series 1996-4
Preferred Stock from another Holder (the "Transferor") and not upon original
issuance from the Company shall be entitled to exercise its conversion right as
to the percentages of such shares specified under Section 5(a) in such amounts
and at such times such that the number of shares eligible for conversion by such
Holder at any time shall be in the same proportion that the number of shares of
Series 1996-4 Preferred Stock acquired by such Holder from its Transferor bears
to the total number of shares of Series 1996-4 Preferred Stock originally issued
by the Company to such Transferor (or its predecessor Transferor).

     For purposes hereof, the term "Closing Bid Price" shall mean the closing
bid price on the Nasdaq Small Cap Market, or if no longer traded on the Nasdaq
Small Cap Market, the closing bid price on the principal national securities
exchange or the National Market System on which the Common Stock is so traded
and if not available, the mean of the high and low prices on the principal
national securities exchange or the National Market System on which the Common
Stock is so traded.

          (b)  Mechanics of Conversion.  In order to convert Series 1996-4
Preferred Stock into full shares of Common Stock, the Holder shall (i) fax, on
or prior to 11:59 p.m., New York City time (the "Conversion Notice Deadline") on
the Date of Conversion, a copy of the fully executed notice of conversion
("Notice of Conversion") to the Company at the office of the Company and to its
designated transfer agent (the "Transfer Agent") for the Series 1996-4 Preferred
Stock stating that the Holder elects to convert, which notice shall specify the
Date of Conversion, the number of shares of Series 1996-4 Preferred Stock to be
converted, the applicable conversion price 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 delivery to the office of the Company or the Transfer Agent,
the original certificates representing the Series 1996-4 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 its
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 subparagraph (i) below).  Upon receipt by
Company of a facsimile copy of a Notice of Conversion, Company shall immediately
send, via facsimile,  a confirmation of receipt of the Notice of Conversion to
Holder which shall specify that the Notice of Conversion has been received and
the name and telephone number of a contact person at the Company whom the Holder
should contact regarding information related to the Conversion.  In the case of
a dispute as to the calculation of the Conversion Rate, the Company shall
promptly issue to the Holder the number of Shares that are not disputed and
shall submit the disputed calculations to its outside accountant via facsimile
within three (3) days of receipt of Holder's Notice of Conversion.  The Company
shall cause the accountant to perform the calculations and  notify Company and
Holder of the results no later than forty-eight (48) hours from the time it
receives the disputed calculations.  Accountant's calculation shall be deemed
conclusive absent manifest error.

               (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 1996-4 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 Certificate(s), if mutilated, the Company shall execute and
deliver new Preferred Stock Certificate(s) of like tenor and date.  However,
Company shall not be obligated to re-issue such lost or stolen Preferred Stock
Certificates if Holder contemporaneously requests Company to convert such Series
1996-4 Preferred Stock into Common Stock.

               (ii) Delivery of Common Stock Upon Conversion.  The Transfer
Agent or the Company (as applicable) shall use its best efforts to, no later
than the close of business on the second (2nd) business day, and shall, in any
event, no later than the close of business on the third (3rd) business day (the
"Deadline") after receipt by the Company or the Transfer Agent of a facsimile
copy of a Notice of Conversion and receipt by Company or the 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 or
destroyed certificates, if required), 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 at the address of 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.

               (iii)     No Fractional Shares.  If any conversion of the Series
1996-4 Preferred Stock 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, in the aggregate, shall be the next higher number of shares.

               (iv) Date of Conversion.  The date on which conversion occurs
(the "Date of Conversion") shall be deemed to be the date set forth in such
Notice of Conversion, provided (i)  that the advance copy of the Notice of
Conversion is faxed to the Company before 11:59 p.m., New York City time, on the
Date of Conversion, and (ii) that the original Preferred Stock Certificates
representing the shares of Series 1996-4 Preferred Stock to be converted are
surrendered by depositing such certificates with a common courier, for delivery
to the Company or the Transfer Agent as provided above, as soon as practicable
after 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)  Reservation of Stock Issuable Upon Conversion.  The Company shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the Series 1996-4 Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all then
outstanding Series 1996-4 Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series 1996-4 Preferred Stock,
the Company will take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

          (d)  Automatic Conversion or Redemption.  Each share of Series 1996-4
Preferred Stock outstanding on the date which is two (2) years after the Last
Closing Date or, if not a business day, the first business day thereafter
("Termination Date") automatically shall, at the option of the Company, either
(i) be converted ("Automatic Conversion") into Common Stock on such date at the
Conversion Rate then in effect (calculated in accordance with the formula in
Section 5(a) above), and the Termination Date shall be deemed the Date of
Conversion with respect to such conversion for purposes of this Certificate of
Designation, or (ii) be redeemed ("Automatic Redemption") by the Company for
cash in an amount equal to the Stated Value (as defined in Section 6(b)(i)
below) of the shares of Series 1996-4 Preferred Stock being redeemed.  If the
Company elects to redeem, on the Termination Date, the Company shall send to the
Holders of outstanding Series 1996-4 Preferred Stock notice (the "Automatic
Redemption Notice") via facsimile of its intent to effect an Automatic
Redemption of the outstanding Series 1996-4 Preferred Stock.  If the Company
does not send such notice to Holder on such date, an Automatic Conversion shall
be deemed to have occurred.  If an Automatic Conversion occurs, the Company and
the Holders shall follow the applicable conversion procedures set forth in this
Certificate of Designation; provided, however, that the Holders are not required
to send the Notice of Conversion contemplated by Section 5(b).  If the Company
elects to redeem, each Holder of outstanding Series 1996-4 Preferred Stock shall
send their certificates representing the Series 1996-4 Preferred Stock to the
Company within five (5) days of the date of receipt of the Automatic Redemption
Notice from the Company, and the Company shall pay the applicable redemption
price to each respective Holder within five (5) days of the receipt of such
certificates.  The Company shall not be obligated to deliver the redemption
price unless the certificates representing the Series 1996-4 Preferred Stock are
delivered to the Company, or, in the event one or more certificates have been
lost, stolen, mutilated or destroyed, unless the Holder has complied with
Section 5(b)(i).  If the Company elects to redeem under this Section 5(d) and
the Company fails to pay the Holders the redemption price within five (5) days
of the Termination Date as required by this Section 5(d), then an Automatic
Conversion shall be deemed to have occurred and, upon receipt of the Preferred
Stock Certificates, the Company shall immediately deliver to the Holders the
certificates representing the number of shares of Common Stock to which the
Holders would have been entitled upon Automatic Conversion.

          (e)  Adjustment to Conversion Rate.

               (i)  Adjustment to Fixed Conversion Price Due to Stock Split,
Stock Dividend, Etc.  If, prior to the conversion of all of the Series 1996-4
Preferred Stock, the number of outstanding shares of Common Stock is increased
by a stock split, stock dividend, or other similar event, the Fixed Conversion
Price 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 Fixed Conversion Price shall be proportionately
increased.

               (ii) Adjustment to Variable Conversion Price.  If, at any time
when any shares of the Series 1996-4 Preferred Stock are issued and outstanding,
the number of outstanding shares of Common Stock is increased or decreased by a
stock split, stock dividend, or other similar event, which event shall have
taken place during the reference period for determination of the Conversion
Price for any conversion of the Series 1996-4 Preferred Stock, then the Variable
Conversion Price shall be calculated giving appropriate effect to the stock
split, stock dividend, combination, reclassification or other similar event for
all five (5) trading days immediately preceding the Date of Conversion.

               (iii)     Adjustment Due to Merger, Consolidation, Etc.  If,
prior to the conversion of all Series 1996-4 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
or there is a sale of all or substantially all the Company's assets or there is
a change of control transaction not deemed to be a liquidation pursuant to
Section 4(c), then the Holders of Series 1996-4 Preferred Stock shall thereafter
have the right to receive upon conversion of Series 1996-4 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 1996-4 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 1996-4 Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for the adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series 1996-4 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 5(e)(iii) unless (a) it first gives thirty (30) business 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 1996-4 Preferred Stock into Common
Stock) and (b) the resulting successor or acquiring entity (if not the Company)
assumes by written instrument the obligations of the Company under this
Certificate of Designation including this subsection 5(e)(iii).

               (iv) No Fractional Shares.  If any adjustment under this Section
5(e) 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.

     Section 6.     Redemption by Company.

          (a)  Company's Right to Redeem Upon Receipt of Notice of Conversion.
If the Conversion Price of the Company's Common Stock is less than the Fixed
Conversion Price (as defined in Section 5(a)), at the time of receipt of a
Notice of Conversion pursuant to Section 5, the Company shall have the right, in
its sole discretion, to redeem in whole or in part any Series 1996-4 Preferred
Stock submitted for conversion at the Redemption Rate (as defined below),
immediately prior to and in lieu of conversion ("Redemption Upon Receipt of
Notice of Conversion").  If the Company elects to redeem some, but not all, of
the Series 1996-4 Preferred Stock submitted for conversion, the Company shall
redeem from among the Series 1996-4 Preferred Stock submitted by the various
shareholders for conversion on the applicable date, a pro-rata amount from each
such Holder so submitting Series 1996-4 Preferred Stock for conversion.

               (i)  Redemption Price Upon Receipt of a Notice of Conversion.
The redemption price of Series 1996-4 Preferred Stock under this Section 6(a)
shall be calculated as follows ("Redemption Rate"):

                No. Months Between Last
          Closing and Date of Conversion                 Redemption Rate
          4 months-6 months                       Stated Value x 1.10
          6 months and 1 day-12 months            Stated Value x 1.15
          more than 12 months                     Stated Value x 1.175

where,

     "Stated Value" shall have the same meaning as defined in Section 6(b)(i)
below.

               (ii)      Mechanics of Redemption Upon Receipt of Notice of
Conversion.  The Company shall effect each such redemption by giving notice of
its election to redeem, by facsimile, by 5:00 p.m. New York City time the next
business day following receipt of a Notice of Conversion from a Holder, and the
Company shall provide a copy of such redemption notice by overnight or two (2)
day courier, to (A) the Holder of the Series 1996-4 Preferred Stock submitted
for conversion at the address and facsimile number of such Holder appearing in
the Company's register for the Series 1996-4 Preferred Stock and (B) the
Company's Transfer Agent.  Such redemption notice shall indicate whether the
Company will redeem all or part of the Series 1996-4 Preferred Stock submitted
for conversion and the applicable redemption price.
          (b)  Company's Right to Redeem at its Election.  At any time,
commencing twelve (12) months and one (1) day after the Last Closing Date, the
Company shall have the right, in its sole discretion, to redeem ("Redemption at
Company's Election"), from time to time, any or all of the Series 1996-4
Preferred Stock; provided (i) Company shall first provide thirty (30) business
days advance written notice as provided in subparagraph 6(b)(ii) below (which
can be given beginning thirty (30) business days prior to the date which is
twelve (12) months and one (1) day after the Last Closing Date), and (ii) that
the Company shall only be entitled to redeem Series 1996-4 Preferred Stock
having an aggregate Stated Value (as defined below) of at least One Million
Dollars ($1,000,000).  If the Company elects to redeem some, but not all, of the
Series 1996-4 Preferred Stock, the Company shall redeem a pro-rata amount from
each Holder of the Series 1996-4 Preferred Stock.

               (i)  Redemption Price At Company's Election.  The "Redemption
Price At Company's Election" shall be calculated as a percentage of Stated
Value, as that term is defined below, of the Series 1996-4 Preferred Stock
redeemed pursuant to this Section 6(b), which percentage shall vary depending on
the date of Redemption at Company's Election (as defined below), and shall be
determined as follows:

     Date of Notice of Redemption at Company's Election
% of Stated Value

     12 months and 1 day to 18 months following Last Closing Date     130%
     18 months and 1 day to 24 months following Last Closing Date     125%

     For purposes hereof, "Stated Value" shall mean the Original Series 1996-4
Issue Price (as defined in Section 1)) of the shares of Series 1996-4 Preferred
Stock being redeemed pursuant to this Section 6(b), together with the accreted
but unpaid Premium (as defined in Section 4(a)).

               (ii) Mechanics of Redemption at Company's Election.  The Company
shall effect each such redemption by giving at least thirty (30) business days
prior written notice ("Notice of Redemption At Company's Election") to (A) the
Holders of the Series 1996-4 Preferred Stock selected for redemption, at the
address and facsimile number of such Holder appearing in the Company's Series
1996-4 Preferred Stock register and (B) the Transfer Agent, which Notice of
Redemption At Company's Election shall be deemed to have been delivered three
(3) business days after the Company's mailing (by overnight or two (2) day
courier, with a copy by facsimile) of such Notice of Redemption At Company's
Election.  Such Notice of Redemption At Company's Election shall indicate (i)
the number of shares of Series 1996-4 Preferred Stock that have been selected
for redemption, (ii) the date which such redemption is to become effective (the
"Date of Redemption At Company's Election") and (iii) the applicable Redemption
Price At Company's Election, as defined in subsection (b)(i) above.
Notwithstanding the above, Holder may convert into Common Stock pursuant to
section 5, prior to the close of business on the Date of Redemption at Company's
Election, any Series 1996-4 Preferred Stock which it is otherwise entitled to
convert, including Series 1996-4 Preferred Stock that has been selected for
redemption at Company's election pursuant to this subsection 6(b); provided,
however, that the Company shall still be entitled to exercise its right to
redeem upon receipt of a Notice of Conversion pursuant to section 6(a).

          (c)  Company Must Have Immediately Available Funds or Credit
Facilities.  The Company shall not be entitled to send any Redemption Notice and
begin the redemption procedure under Sections 6(a) and 6(b) unless it has:

               (i)  the full amount of the redemption price in cash, available
in a demand or other immediately available account in a bank or similar
financial institution; or
               (ii) immediately available credit facilities, in the full amount
of the redemption price with a bank or similar financial institution; or

               (iii)     an agreement with a standby underwriter willing to
purchase from the Company a sufficient number of shares of stock to provide
proceeds necessary to redeem any stock that is not converted prior to
redemption; or

               (iv) a combination of the items set forth in (i), (ii) and (iii)
above, aggregating the full amount of the redemption price.

     If the foregoing conditions of this Section 6(c) are satisfied and Company
complies with Section 6(d) hereof, then any shares of Series 1996-4 Preferred
Stock called for by a Redemption at Company's Election shall cease to be
outstanding for all purposes hereunder (including the right to convert or to
accrete additional Premium or to exercise any other right or privilege
hereunder) on the Date of Redemption at Company's Election and shall instead
represent the right to receive the Redemption Price at Company's Election
without interest from and after the Date of Redemption at Company's Election.

          (d)  Payment of Redemption Price.

               (i)  Each Holder submitting Preferred Stock being redeemed under
this Section 6 shall send their Series 1996-4 Preferred Stock Certificates so
redeemed to the Company or its Transfer Agent, and the Company shall pay the
applicable redemption price to that Holder within five (5) business days of the
Date of Redemption at Company's Election.  The Company shall not be obligated to
deliver the redemption price unless the Preferred Stock Certificates so redeemed
are delivered to the Company or its Transfer Agent, or, in the event one (1) or
more certificates have been lost, stolen, mutilated or destroyed, unless the
Holder has complied with Section 5(b)(i).

               (ii)      If Company elects to redeem pursuant to Section 6(a)
hereof, and Company fails to pay Holder the redemption price within the time
frame as required by this Section 6(d), then Company shall issue shares of
Common Stock to any such Holder who has submitted a Notice of Conversion in
compliance with Section 5(b) hereof.  The shares to be issued to Holder pursuant
to this provision shall be the number of shares determined using a Conversion
Price (as defined in Section 5 hereof) that equals the lesser of (i) the
Conversion Price on the date Holder sends its Notice of Conversion to Company or
Transfer Agent via facsimile or (ii) the Conversion Price on the date the
Transfer Agent issues Common Stock pursuant to this Section 6(d)(ii).

          (e)  Blackout Period.  Notwithstanding the foregoing, the Company may
not either send out a redemption notice or effect a redemption pursuant to
Section 6(b) above during a Blackout Period (defined as a period during which
the Company's officers or directors would not be entitled to buy or sell stock
because of their holding of material non-public information), unless the Company
shall first disclose the non-public information that resulted in the Blackout
Period; provided, however, that no redemption shall be effected until at least
ten (10) days after the Company shall have given the Holder written notice that
the Blackout Period has been lifted.

     Section 7.     Voting Rights.  The Holders of the Series 1996-4 Preferred
Stock shall have no voting power whatsoever, except as otherwise provided by the
Chapter 78 of the Nevada Revised Statutes ("Nevada Law"), and no Holder of
Series 1996-4 Preferred Stock shall vote or otherwise participate in any
proceeding in which actions shall be taken by the Company or the shareholders
thereof or be entitled to notification as to any meeting of the shareholders.

     Notwithstanding the above, Company shall provide Holder with notification
of any meeting of the shareholders regarding any major corporate events
affecting the Company. In the event of any taking by the Company of a record of
its shareholders for the purpose of determining shareholders who are entitled to
receive payment of any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire any share of any class or any other
securities or property (including by way of merger, consolidation or
reorganization), or to receive any other right, or for the purpose of
determining shareholders who are entitled to vote in connection with any
proposed sale, lease or conveyance of all or substantially all of the assets of
the Company, or any proposed liquidation, dissolution or winding up of the
Company, the Company shall mail a notice to Holder, at least ten (10) days prior
to the record date specified therein, of the date on which any such record is to
be taken for the purpose of such dividend, distribution, right or other event,
and a brief statement regarding the amount and character of such dividend,
distribution, right or other event to the extent known at such time.

     To the extent that under Nevada Law the vote of the Holders of the Series
1996-4 Preferred Stock, voting separately as a class, is required to authorize a
given action of the Company, the affirmative vote or consent of the Holders of
at least a majority of the shares of the Series 1996-4 Preferred Stock
represented at a duly held meeting at which a quorum is present or by written
consent of a majority of the shares of Series 1996-4 Preferred Stock (except as
otherwise may be required under Nevada Law) shall constitute the approval of
such action by the class.  To the extent that under Nevada Law the Holders of
the Series 1996-4 Preferred Stock are entitled to vote on a matter with holders
of Common Stock, voting together as one (1) class, each share of Series 1996-4
Preferred Stock shall be entitled to a number of votes equal to the number of
shares of Common Stock into which it is then convertible using the record date
for the taking of such vote of stockholders as the date as of which the
Conversion Price is calculated.  Holders of the Series 1996-4 Preferred Stock
also shall be entitled to notice of all shareholder meetings or written consents
with respect to which they would be entitled to vote, which notice would be
provided pursuant to the Company's by-laws and applicable statutes.

     Section 8.     Protective Provision.  So long as shares of Series 1996-4
Preferred Stock are outstanding, the Company shall not without first obtaining
the approval (by vote or written consent, as provided by Nevada Law) of the
Holders of at least seventy-five percent (75%) of the then outstanding shares of
Series 1996-4 Preferred Stock, and at least seventy-five percent (75%) of the
then outstanding Holders:

          (a)  alter or change the rights, preferences or privileges of the
Series 1996-4 Preferred Stock or any securities so as to affect adversely the
Series 1996-4 Preferred Stock;

          (b)  create any new class or series of stock having a preference over
or on parity with the Series 1996-4 Preferred Stock with respect to
Distributions (as defined in Section 2 above) or increase the size of the
authorized number of Series 1996-4 Preferred; or

          (c)  do any act or thing not authorized or contemplated by this
Designation which would result in taxation of the holders of shares of the
Series 1996-4 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 at least seventy-five percent (75%) of the then
outstanding shares of Series 1996-4 Preferred Stock and at least seventy-five
percent (75%) of the then outstanding Holders agree to allow the Company to
alter or change the rights, preferences or privileges of the shares of Series
1996-4 Preferred Stock, pursuant to subsection (a) above, so as to affect the
Series 1996-4 Preferred Stock, then the Company will deliver notice of such
approved change to the Holders of the Series 1996-4 Preferred Stock that did not
agree to such alteration or change (the "Dissenting Holders") and Dissenting
Holders shall have the right for a period of thirty (30) business days to
convert pursuant to the terms of this Certificate of Designation as they exist
prior to such alteration or change (notwithstanding the holding requirements set
forth in Section 5(a) hereof), or continue to hold their shares of Series 1996-4
Preferred Stock.

     Section 9.     Status of Converted or Redeemed Stock.  In the event any
shares of Series 1996-4 Preferred Stock shall be converted or redeemed pursuant
to Section 5 or Section 6 hereof, the shares so converted or redeemed 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
1996-4 Preferred Stock.

     Section 10.    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 the dividend and liquidation preferences of the Series 1996-4
Preferred Stock.

     Section 11.    Events of Default.  Upon the occurrence of and during the
continuation of an Event of Default (as defined below) and upon delivery of a
notice of acceleration by any Holder, the Company shall pay to the Holder an
amount (the "Acceleration Payment") equal to one hundred thirty percent (130%)
of the Stated Value of the Holder's outstanding Series 1996-4 Preferred Stock to
the date of payment and all other amounts payable hereunder shall immediately
become due and payable, all without demand, presentment, or notice, all of which
hereby are expressly waived, together with all costs, including, without
limitation, legal fees and expenses, of collection, and the Holder shall be
entitled to exercise all other rights and remedies available at law or equity.

     If the Company fails to pay any amounts due pursuant to this Section 11
within five (5) business days of such amounts being due and payable, then the
Holder shall have the right at any time, so long as the Company remains in
default, to require the Company, upon written notice, to immediately issue, in
lieu of such amounts, the number of shares of Common Stock of the Company equal
to the amounts owed by Company to the Holder divided by the Conversion Price
then in effect on the date the Company issues shares pursuant to this Section
11.

     The Company shall be required promptly upon its knowledge of an Event of
Default hereunder to give notice of such Event of Default to the Holder hereof.

     An "Event of Default" shall mean the following:

          (a)  Conversion.  If the Company fails to issue shares of Common Stock
to any Holder upon exercise by such Holder of the Conversion Rights of the
Holder in accordance with the terms of this Certificate of Designation, fails to
transfer any certificate for shares of Common Stock issued to any Holder upon
conversion of any Preferred Stock and when required by the Certificate of
Designation or fails to remove any restrictive legend on any certificate or any
shares of Common Stock issued to a Holder upon conversion of any Preferred Stock
as and when required by this Certificate of Designation or any Subscription
Agreement by and between Company and Holders and any such failure shall continue
uncured for ten (10) business days;

          (b)  Breach of Covenant.  If the Company breached any material
covenant or other material term or condition of this Certificate of Designation
or any Subscription Agreement by and between Company and Holder (including the
failure to have enough stock available for issuance upon conversion), and such
breach continues for a period of ten (10) business days after written notice
thereof to the Company from the Holder;

          (c)  Breach of Representations and Warranties.  Any representation or
warranty of the Company made herein or in any agreement, statement or
certificate given in writing pursuant hereto or in connection herewith
(including, without limitation, any Subscription Agreement by and between
Company and Holder), shall be false or misleading in any material respect when
made;

          (d)  Receiver or Trustee.  The Company or any subsidiary of the
Company shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial
part of its property or business; or such a receiver or trustee shall otherwise
be appointed;

          (e)  Judgments.  Any money judgment, writ or similar process shall be
entered or filed against the Company or any subsidiary of the Company or any of
its property or other assets for more than Five Hundred Thousand Dollars
($500,000), and shall remain unvacated, unbonded or unstayed for a period or
twenty (20) days unless otherwise consented to by the Holder, which consent will
not be unreasonably withheld;

          (f)  Bankruptcy.  Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the relief or debtors shall be instituted by or against the
Company or any subsidiary of the Company; or

          (g)  Shareholders Meeting.  The Company shall fail to hold its annual
meeting of shareholders by June 30, 1997.
     Section 12.    Future Offering of Securities.  In the event that in a
capital raising transaction, the Company issues any Common Stock or debt or
equity securities convertible into Common Stock (collectively referred to
hereinafter as "Future Equity") which are or become freely tradeable pursuant to
a registration statement or pursuant to an exemption from the registration
requirements of the Securities Act of 1933, the Holders of the outstanding
Series 1996-4 Preferred Stock shall have the right, on the date such Future
Equity becomes freely tradeable and at any time thereafter, to convert the
outstanding Series 1996-4 Preferred Stock into Common Stock pursuant to the
terms of this Certificate of Designation (notwithstanding the holding
requirements set forth in Section 5(a) hereof).




Signed on                     , 1996
          --------------------



                                  Tom Steele, President

Attest:

Secretary