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Exhibit 3.4


                           Certificate of Designation
                                       of
                    Series A 10% Convertible Preferred Stock
                                       of
                               BPK Resources, Inc.

                        Pursuant to Section 78.403 of the
                 General Corporation Law of the State of Nevada



         BPK Resources,  Inc., a Nevada  corporation (the  "Corporation"),  does
hereby certify that,  pursuant to the authority contained in Section 4.01 of its
Articles of Incorporation,  as amended, and in accordance with the provisions of
Section  78.1955 of the Nevada  Revised  Statutes,  the  Corporation's  Board of
Directors  has duly  adopted  the  following  resolution  creating  a Series  of
Preferred Stock designated as Series A 10% Convertible Preferred Stock:

         RESOLVED,  that the Corporation hereby designate and create a Series of
the authorized  Preferred Stock of the  Corporation,  designated as Series A 10%
Convertible Preferred Stock, as follows:

         FIRST: Of the 10,000,000  shares of Preferred  Stock,  par value $0.001
per share,  authorized  to be issued by the  Corporation,  5,538,461  shares are
hereby  designated as "Series A 10%  Convertible  Preferred  Stock." The rights,
preference, privileges and restrictions granted to and imposed upon the Series A
10% Convertible Preferred Stock are as set forth below:

         1.  Definitions.   For  purposes  of  this  resolution,  the  following
definitions shall apply:

         (a) "Board" shall mean the Board of Directors of the Corporation.

         (b) "Common  Stock" shall mean the Common  Stock,  $0.001 par value per
share, of the Corporation.

         (c)  "Original  Issue Price" shall mean $.65 per share for the Series A
Preferred Stock.

         (d) "Series A Preferred  Stock" shall mean the Series A 10% Convertible
Preferred Stock, $0.001 par value per share, of the Corporation.

         2. Dividend  Rights.  The holders of Series A Preferred  Stock shall be
entitled to receive  dividends  at a rate of ten percent  (10%) per annum of the
Original  Issue Price which shall be prior and in preference to any  declaration
or payment of any  dividend  (payable  other than in shares of Common  Stock) or
other distribution on the Common Stock of the Corporation.  The dividends on the
Series A Preferred  Stock  shall  accrue from the date of issuance of each share
and shall be payable semi-annually on June 30 and December 31 of each year (each
a "Dividend Date")  commencing on June 30, 2003, except that if any such date is
a Saturday,  Sunday or legal holiday (a  "Non-Business  Day") then such dividend
shall be payable on the next day that is not a Saturday, Sunday or legal holiday
on which banks in the State of Nevada are  permitted  to be closed (a  "Business
Day") to holders of record as they appear on the stock books of the  Corporation


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on the applicable  record date, which shall be not more than 60 nor less than 10
days  preceding  the payment date for such  dividends,  as fixed by the Board of
Directors  (the "Record  Date").  The dividends on the Series A Preferred  Stock
shall be payable only when,  as and if declared by the Board of Directors out of
funds legally available therefor.

         3. Liquidation,   Dissolution,   Winding  Up  or  Certain  Mergers  or
Consolidations Rights.

            (a) If the  Corporation  shall  adopt  a plan of  liquidation  or of
dissolution,  or commence a voluntary case under the federal  bankruptcy laws or
any other applicable state or federal bankruptcy,  insolvency or similar law, or
consent to the entry of an order for relief in any  involuntary  case under such
law  or to the  appointment  of a  receiver,  liquidator,  assignee,  custodian,
trustee or  sequestrator  (or similar  official)  of the  Corporation  or of any
substantial  part of its property,  or make an assignment for the benefit of its
creditors,  or admit in writing its inability to pay its debts generally as they
become  due and on  account  of such  event  the  Corporation  shall  liquidate,
dissolve or wind up, or upon any other liquidation, dissolution or winding up of
the Corporation,  or engage in a merger, plan of reorganization or consolidation
in which the  Corporation  is not the  surviving  corporation,  then and in that
event, each share of Series A Preferred Stock shall  automatically  convert into
shares of the  Corporation's  Common  Stock and shall  accordingly  share in any
liquidation proceeds proportionately with all other holders of Common Stock

            (b) Neither the consolidation,  merger or other business combination
of the  Corporation  with or into any  other  person  or  persons  in which  the
Corporation  is the  surviving  corporation  nor the sale,  lease,  exchange  or
conveyance  of all or any  part  of the  property,  assets  or  business  of the
Corporation  to a person or persons other than the holders of the  Corporation's
Common Stock, shall be deemed to be a liquidation,  dissolution or winding up of
the Corporation.

         4. Voting Rights. Prior to conversion, except as provided in the Nevada
General Corporation Law, the holders of shares of Series A Preferred Stock shall
have no voting rights.

         5. Conversion.

            (a) Subject to the provisions for adjustment  hereinafter set forth,
and the  limitation  of the  number  of shares of  Common  Stock  issuable  upon
conversion set forth in Section 5(a)(ii) below,  commencing upon issuance,  each
share of Series A Preferred Stock shall be convertible in the manner hereinafter
set forth into  fully  paid and  nonassessable  shares of Common  Stock,  at the
option of the holder thereof, into one (1) share of Common Stock.

            (b) The  number of shares of Common  Stock  into which each share of
Series A Preferred Stock is convertible shall be subject to adjustment from time
to time as follows:

               (i) In case the  Corporation  shall  at any time or from  time to
time declare a dividend,  or make a distribution,  on the outstanding  shares of
Common  Stock  in  shares  of  Common  Stock  or  subdivide  or  reclassify  the
outstanding shares of Common Stock into a greater number of shares or combine or
reclassify  the  outstanding  shares of Common  stock  into a smaller  number of
shares of Common Stock, and in each case,


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                 (A) the number of shares of Common  Stock into which each share
of Series A Preferred Stock is convertible  shall be adjusted so that the holder
of each share thereof shall be entitled to receive, upon the conversion thereof,
the  number of shares of Common  Stock  which the  holder of a share of Series A
Preferred  Stock would have been  entitled to receive after the happening of any
of the events described above had such share been converted immediately prior to
the happening of such event or the record date  therefor,  whichever is earlier;
and

                 (B) an adjustment made pursuant to this clause (i) shall become
effective  (I) in the case of any such  dividend  or  distribution,  immediately
after the close of business on the record date for the  determination of holders
of shares of Common Stock entitled to receive such dividend or distribution,  or
(II) in the case of any such subdivision,  reclassification  or combination,  at
the close of  business  on the day upon  which  such  corporate  action  becomes
effective.

               (ii) In the  case,  at any time  after  the date  hereof,  of any
capital  reorganization or any  reclassification of the stock of the Corporation
(other  than as a  result  of a  stock  dividend  or  subdivision,  split-up  or
combination of shares),  or the  consolidation or merger of the Corporation with
or  into  another  person  then,  as a  condition  of the  consummation  of such
transaction,  lawful and adequate provision shall be made so that each holder of
shares of Series A Preferred  Stock shall be entitled,  upon  conversion,  to an
amount per share equal to (A) the aggregate  amount of stock,  securities,  cash
and/or any other property  (payable in kind),  as the case may be, into which or
which each share of Common Stock is changed or exchanged  multiplied  by (B) the
number of shares of Common Stock into which a share of Series A Preferred  Stock
is convertible immediately prior to the consummation of such transaction.

            (c) In  case  the  Corporation  shall  be a party  to a  transaction
described in  subparagraph  (b)(ii) above resulting in the change or exchange of
the Corporation's  Common Stock then, from and after the date of announcement of
the pendency of such subparagraph  (b)(ii)  transaction until the effective date
thereof, each share of Series A Preferred Stock may be converted,  at the option
of the holder  thereof,  into shares of Common Stock on the terms and conditions
set forth in this Section 5, and if so converted during such period, such holder
shall be entitled to receive such  consideration  in exchange for such  holder's
shares of Common  Stock as if such  holder had been the holder of such shares of
Common  Stock as of the record  date for such  change or  exchange of the Common
Stock.

            (d) The  holder  of any  shares  of  Series A  Preferred  Stock  may
exercise  his right to  convert  such  shares  into  shares  of Common  Stock by
surrendering  for  such  purpose  to  the  Corporation,  at the  offices  of the
Corporation,  at 5858 Westheimer Street, Suite 708, Houston, Texas 77057, or any
successor  location,  a certificate or certificates  representing  the shares of
Series A Preferred  Stock to be  converted  with the form of election to convert
(the  "Election  to  Convert")  on the  reverse  side of the  stock  certificate
completed and executed as indicated,  thereby stating that such holder elects to
convert all or a specified  whole number of such shares in  accordance  with the
provisions  of this  Section 5 and  specifying  the name or names in which  such
holder wishes the certificate or  certificates  for shares of Common Stock to be
issued. In case the Election to Convert shall specify a name or names other than
that of such holder, it shall be accompanied by payment of all transfer or other
taxes  payable upon the issuance of shares of Common Stock in such name or names
that may be  payable in  respect  of any issue or  delivery  of shares of Common
Stock on conversion of Series A Preferred Stock

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pursuant hereto.  The Corporation will have no  responsibility  to pay any taxes
with respect to the Series A Preferred Stock. As promptly as practicable, and in
any event within three Business Days after the surrender of such  certificate or
certificates  and the receipt of the  Election to Convert,  and, if  applicable,
payment of all transfer or other taxes (or the demonstration to the satisfaction
of the  Corporation  that such  taxes have been  paid),  the  Corporation  shall
deliver or cause to be delivered  (i)  certificates  representing  the number of
validly  issued,  fully paid and  nonassessable  full shares of Common  Stock to
which the holder of shares of Series A  Preferred  Stock so  converted  shall be
entitled  and (ii) if less than the full  number of shares of Series A Preferred
Stock  evidenced  by the  surrendered  certificate  or  certificates  are  being
converted,  a new certificate or certificates,  of like tenor, for the number of
shares evidenced by such surrendered certificate or certificates less the number
of shares  converted.  Such conversion  shall be deemed to have been made at the
close of business  on the date of giving of the  Election to Convert and of such
surrender of the certificate or certificates representing the shares of Series A
Preferred  Stock to be converted so that the rights of the holder  thereof as to
the shares being converted shall cease except for the right to receive shares of
Common  Stock in  accordance  herewith,  and the person  entitled to receive the
shares of Common  Stock shall be treated for all  purposes as having  become the
record holder of such shares of Common Stock at such time. The Corporation shall
not be  required to convert,  and no  surrender  of shares of Series A Preferred
Stock shall be  effective  for that  purpose,  while the  transfer  books of the
Corporation  for the Common  Stock are closed for any  purpose  (but not for any
period in excess of 15 calendar  days);  but the surrender of shares of Series A
Preferred Stock for conversion  during any period while such books are so closed
shall become  effective for  conversion  immediately  upon the reopening of such
books,  as if the  conversion  had been made on the date such shares of Series A
Preferred  Stock were  surrendered,  and at the conversion rate in effect at the
date of such surrender.

            (e) In  connection  with the  conversion  of any  shares of Series A
Preferred Stock, no fractions of shares of Common Stock shall be issued,  but in
lieu  thereof the  Corporation  shall pay a cash  adjustment  in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Conversion Rate.

            (f) Notwithstanding anything contained herein to the contrary, in no
event  (except  while there is  outstanding a tender offer for any or all of the
shares of the  Corporation's  Common  Stock)  shall any  holder of any  Series A
Preferred  Stock be entitled to convert any shares of Series A Preferred  Stock,
to the extent that, after such conversion the sum of (i) the number of shares of
Common Stock  beneficially  owned by such holder and its affiliates  (other than
shares  of Common  Stock  which may be deemed  beneficially  owned  through  the
ownership  of  the   unconverted   portion  of  the  Series  A  Preferred  Stock
beneficially  owned by such  holder),  and (ii) the  number  of shares of Common
Stock issuable upon the conversion of the Series A Preferred  Stock with respect
to which the  determination  of this  proviso  is being  made,  would  result in
beneficial ownership by such holder and its affiliates of more than 4.99% of the
outstanding  shares of Common Stock (after  taking into account the shares to be
issued to such Holder upon such conversion).  For purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), except as otherwise provided in clause (ii) of such sentence


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         6. Reports as to Adjustments.

         Whenever  the number of shares of Common Stock into which each share of
Series A  Preferred  Stock is  convertible  is adjusted as provided in Section 5
hereof,  the  Corporation  shall  promptly  mail to the holders of record of the
outstanding shares of Series A Preferred Stock at their respective  addresses as
the same shall appear in the  Corporation's  stock records a notice stating that
the number of shares of Common Stock into which the shares of Series A Preferred
Stock are  convertible  has been  adjusted  and setting  forth the new number of
shares of Common Stock (or describing the new stock,  securities,  cash or other
property) into which each share of Series A Preferred Stock is convertible, as a
result  of such  adjustment,  a brief  statement  of the  facts  requiring  such
adjustment  and  the  computation  thereof,  and  when  such  adjustment  became
effective.

         7. Redemption.

         (a) All,  but not less than all,  of the  shares of Series A  Preferred
Stock may be redeemed  upon payment of an amount per share equal to the Original
Issue Price per share of Series A  Preferred  Stock,  plus any unpaid  dividends
thereon (the  "Redemption  Price"),  at any time by the  Corporation at its sole
discretion  upon thirty (30) days' written notice to the holders of the Series A
Preferred  Stock. On February 28, 2006 all, but not less than all, of the shares
of Series A Preferred  Stock shall be redeemed  upon  payment of the  Redemption
Price by providing  thirty (30) days' prior written notice to the holders of the
Series A Preferred Stock.

         (b)  Any  notice  of  redemption  ("Redemption  Notice")  given  by the
Corporation  with respect to the Series A Preferred  Stock shall be delivered by
mail,  first class  postage  prepaid,  to each holder of record (at the close of
business on the business day  preceding the day on which notice is given) of the
Series A  Preferred  Stock,  at the  address  last  shown on the  records of the
Corporation for such holder or given by the holder to the  Corporation,  for the
purpose  of  notifying  such  holder  of  the  redemption  to be  effected.  The
Redemption Notice shall specify a date (the "Redemption  Date") not earlier than
30 days  after the  mailing  of the  Redemption  Notice  on which  the  Series A
Preferred  Stock  then  outstanding  shall be  redeemed  and the  place at which
payment  may  be  obtained,   which  shall  be  the  principal  offices  of  the
Corporation.  The  Redemption  Notice  shall  call upon each  holder of Series A
Preferred Stock to either (i) surrender to the Corporation, in the manner and at
the place designated, such holder's certificate or certificates representing the
Series  A  Preferred  Stock  to be  redeemed  or (ii)  convert  the Se  Series A
Preferred  Stock into Common Stock prior to the  Redemption  Date in  accordance
with the  provisions  of Section 5 above.  If the  Corporation  elects to redeem
shares  pursuant  to this  Section  7 and  defaults  or  fails  to  perform  its
redemption  obligations pursuant to this Section 7 in connection therewith,  the
holders of the Series A Preferred  Stock shall then have the  absolute  right to
convert such Series A Preferred  Stock into Common Stock in accordance  with the
provisions of Section 5.

         (d) On the Redemption  Date, the Corporation  shall pay by cash or wire
transfer of immediately  available funds to the person whose name appears on the
certificate or  certificates  of the Series A Preferred Stock that (i) shall not
have been  converted  pursuant  to  Section 5 hereof  and (ii)  shall  have been
surrendered  to the  Company in the manner  and at the place  designated  in the
Redemption   Notice,  the  Redemption  Price,  and  thereupon  each  surrendered
certificate shall be canceled.



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         (e) If the funds of the Corporation legally available for redemption of
the Series A  Preferred  Stock are  insufficient  to redeem the total  number of
Series A  Preferred  Stock  outstanding  on the  Redemption  Date,  the Series A
Preferred  Stock shall be redeemed  (on a pro rata basis from the holders of the
Series A Preferred  Stock,  from time to time), to the extent the Corporation is
legally  permitted to do so, and the redemption  obligations of the  Corporation
hereunder will be a continuing obligation until the Corporation's  redemption of
all of the Series A Preferred Stock.

         (f) From and after the Redemption Date,  unless there shall have been a
default in payment of the  Redemption  Price,  all rights of the  holders of the
Series A  Preferred  Stock  (except the right to receive  the  Redemption  Price
subsequent  to the  Redemption  Date  upon  surrender  of their  certificate  or
certificates) shall cease with respect to such shares, and such shares shall not
thereafter be  transferred  on the books of the  Corporation  or be deemed to be
outstanding for any purpose whatsoever.

         8. No  Re-issuance of Preferred  Stock.  No share or shares of Series A
Preferred Stock acquired by the  Corporation by reason of redemption,  purchase,
conversion  or  otherwise  shall  be  reissued,  and all  such  shares  shall be
canceled,  retired and eliminated from the shares which the Corporation shall be
authorized to issue.

         SECOND: That such determination of the designation, preferences and the
relative,  participating,  optional  or other  rights,  and the  qualifications,
limitations or restrictions  thereof,  relating to the Series B Preferred Stock,
was duly  made by the  Board of  Directors  pursuant  to the  provisions  of the
Articles  of  Incorporation  of the  Corporation,  and in  accordance  with  the
provisions of Section 78-1955 of the Nevada Revised Statutes.




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         IN WITNESS  WHEREOF,  Cecile T. Coady has caused this Designation to be
executed this 25th day of February, 2003.



                                                BPK Resources, Inc.


                                                By: /s/ Cecile T. Coady
                                                    ----------------------------
                                                           , Treasurer/Secretary




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