EX-4.1(i)
CERTIFICATE  OF  DESIGNATION

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                        BEACON LIGHT HOLDINGS CORPORATION

     Beacon  Light  Holding Corporation (the "Company"), a corporation organized
and  existing  under  the  General  Corporation Law of the State of Nevada, does
hereby certify that, pursuant to authority conferred upon the Board of Directors
of the Company by the Articles of Incorporation, as amended, of the Company, and
pursuant  to Section 78.1955 of the Nevada General Corporation Law, the Board of
Directors  of the Company at a telephonic meeting duly held, adopted resolutions
(i)  authorizing a series of the Company's preferred stock, par value $0.001 per
share,  and  (ii)  providing  for  the  designations,  preferences and relative,
participating,  optional or other rights, and the qualifications, limitations or
restrictions thereof, of Five Million (5,000,000) shares of Series B Convertible
Preferred  Stock  of  the  Company,  as  follows:

     RESOLVED,  that  the  Company  is  authorized  to issue 5,000,000 shares of
Series  B Convertible Preferred Stock (the "Preferred Shares"), par value $0.001
per  share, which shall have the following powers, designations, preferences and
other  special  rights:

     1)     Dividends.  The  Preferred Shares shall bear dividends ("Dividends")
at  a rate of 8.5% of the Stated Value (as defined below) per annum, which shall
be  cumulative  and  accrue  daily  from  the  Issuance Date (as defined below).
Dividends  shall  be payable in cash on the Redemption Date or at any other date
on  which  Buyer has a redemption right ("Dividend Date"). If a Dividend Date is
not  a  Business  Day  (as  defined  below),  then the Dividend shall be due and
payable on the Business Day immediately following the Dividend Date. Any accrued
and  unpaid  dividends  which are not paid within five (5) Business Days of such
Dividend  Date shall bear interest at the rate of 1.5 % per month (pro rated for
partial  months)  from  such  Dividend Date until the same is paid (the "Default
Interest").

     2)     Conversion  of  Preferred  Shares.  Preferred  Shares  shall  be
convertible into shares of the Companys common stock, par value $0.001 per share
(the  "Common  Stock"), on the terms and conditions set forth in this Section 2.

     (a)     Certain  Defined  Terms.  For  purposes  of  this  Certificate  of
Designations,  the  following  terms  shall  have  the  following  meanings:

     (i)     "Closing  Bid  Price"  means,  for any security as of any date, the
last  closing  bid  price  for such security on the Principal Market (as defined
below)  as  reported  by  Bloomberg  Financial Markets ("Bloomberg"), or, if the
Principal  Market is not the principal securities exchange or trading market for
such  security,  the  last  closing  bid price of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported  by  Bloomberg,  or if the foregoing do not apply, the last c1osin~ bid
price of such security in the over-the-counter market on the electronic bulletin




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board for such security as reported by Bloomberg, or, if no closing bid price is
reported  for  such  security by Bloomberg, the last closing trade price of such
security  as  reported  by  Bloomberg,  or,  if  no  last closing trade price is
reported  for  such  security by Bloomberg, the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation  Bureau,  Inc.  If the Closing Bid Price cannot be calculated for such
security  on  such  date on any of the foregoing bases, the Closing Bid Price of
such security on such date shall be the fair market value as mutually determined
by  the Company and the holders of Preferred Shares. (All such determinations to
be  appropriately  adjusted for any stock dividend, stock split or other similar
transaction  during  such  period).

     (ii)     "Closing  Sale  Price" means, for any security as of any date, the
last  closing  trade price for such security on the Principal Market (as defined
below)  as  reported  by  Bloomberg,  or,  if  the  Principal  Market is not the
principal  securities  exchange  or  trading  market for such security, the last
closing  trade  price  of  such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg,
or  if the foregoing do not apply, the last closing trade price of such security
in  the  over-the-counter  market  on  the  electronic  bulletin  board for such
security  as  reported  by  Bloomberg,  or,  if  no  last closing trade price is
reported  for  such  security  by  Bloomberg, the last closing ask price of such
security  as reported by Bloomberg, or, if no last closing ask price is reported
for  such  security  by  Bloomberg,  the average of the ask prices of any market
makers  for  such  security  as  reported  in  the "pink sheets" by the National
Quotation  Bureau,  Inc. If the Closing Sale Price cannot be calculated for such
security  on  such date on any of the foregoing bases, the Closing Sale Price of
such security on such date shall be the fair market value as mutually determined
by  the Company and the holders of Preferred Shares. (All such determinations to
be  appropriately  adjusted for any stock dividend, stock split or other similar
transaction  during  such  period).

     (iii) "Issuance Date" means, with respect to each Preferred Share, the date
of  issuance  of  the  applicable  Preferred  Share.

     (iv)     "Market Price" means, with respect to any security for any date of
determination,  that  price which shall be computed as the arithmetic average of
the  Closing  Bid Prices for such security on each of the 20 consecutive trading
days  immediately preceding such date of determination. (All such determinations
to  be  appropriately  adjusted  for  any  stock  dividend, stock split or other
similar  transaction  during  the  pricing  period).

     (v)     "Business  Day"  means any day other than Saturday, Sunday or other
day on which commercial banks in the city of New York are authorized or required
by  law  to  remain  closed.

     (vi)     "Conversion  Ratio" means at any determination date, the number of
Common  Stock  issuable  in  exchange  for each Preferred Share. On the Issuance
Date,  the  Conversion  Ratio  shall  be  1.0.

     (vii)  "Person"  means  an  individual,  a  limited  liability  company,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization  and  a  government  or  any  department  or  agency  thereof.

     (viii)  "Purchase  Price" means $115,000, the aggregate amount paid for the
Preferred  Shares.

     (ix)     "Redemption  Date"  shall  be  November  17,  2001.



<PAGE>   118

     (x)     "Redemption Price" means the aggregate price paid for the Preferred
Shares  which  yields  the  Total  Return.

     (xi)     "Principal  Market"  means  the  Nasdaq  National  Market.

     (xii)  "Registration  Rights  Agreement"  means  that  certain registration
rights  agreement  between  the Company and the initial holders of the Preferred
Shares relating to the filing of a registration statement covering the resale of
the  shares  of  Common  Stock issuable upon conversion of the Preferred Shares.

     (xiii)"Securities  Purchase  Agreement"  means  that  certain  securities
purchase  agreement between the Company and the initial holders of the Preferred
Shares.

     (xiv)  "Stated  Value"  means  $0.15  (unless  otherwise stated, references
herein  to  "Dollar"  or  "$"  shall  mean  United  States  Dollars).

     (xv)     "Total  Return"  shall  be  determined  according to the following
formula:

                      PP + UD - PD - SP - CS + FE + BF + CC

PP     =     Purchase  Price
UD     =     Accrued  and  unpaid  dividends
PD     =     Previously  paid  dividends
SP     =     Proceeds  from  the  sale  of  the Preferred Shares or Common Stock
CS     =     Unsold  Common  Stock  (determined  as  the five day average of the
Closing Sale Price of the Common Stock of the Company as of the Redemption Date)
FE     =     Fees  and  expenses  incurred  by  Buyer
BF     =     Broker  fees  incurred  by  Buyer
CC     =     Costs  incurred  by  Buyer  in connection with enforcing its rights
under  the  Certificate  of  Designations

     (b)     Holder's  Conversion  Right.  At  any time or times on or after the
Issuance  Date,  any holder of Preferred Shares shall be entitled to convert any
whole  number  of  Preferred  Shares  into  an  equal  number  of fully paid and
nonassessable  shares  of  Common  Stock  in  accordance  with  Section  2(c).

     (c)     Mechanics  of  Conversion. The conversion of Preferred Shares shall
be  conducted  in  the  following  manner:

     (i)     Holder's  Delivery  Requirements.  To convert Preferred Shares into
shares  of  Common Stock on any date (the "Conversion Date"), the holder thereof
shall  (A) transmit by facsimile (or otherwise deliver), for receipt on or prior
1o  11:59  p.m., Central Time on such date, a copy of a fully executed notice of
conversion in the form attached hereto as Exhibit I (the "Conversion Notice") to
the  Company with a copy thereof to the Company's designated transfer agent (the
"Transfer  Agent") and (B) if required by Section 2(c)(v), surrender to a common
carrier for delivery to the Transfer Agent as soon as practicable following such
date the original certificates representing the Preferred Shares being converted
(or  an  indemnification  undertaking with respect to such shares in the case of
their  loss,  theft  or  destruction)  (the  "Preferred  Stock  Certificates").









<PAGE>   119

     (ii)     Company's  Response.  Upon  receipt  by the Company of a copy of a
Conversion  Notice,  the  Company  (1)  shall immediately send, via facsimile, a
confirmation  of  receipt  of  such  Conversion  Notice  to  such holder and the
Transfer  Agent,  which  confirmation  shall  constitute  an  instruction to the
Transfer  Agent  to  process such Conversion Notice in accordance with the terms
herein  and  (2)  on  or  before  the  second Business Day following the date of
receipt  (or  the  third  Business Day following the date of receipt if received
after  11:00  a.m.  local  time of the Company) (the "Share Delivery Date"), (A)
issue  and  deliver  to  the  address  as  specified in the Conversion Notice, a
certificate,  registered  in  the  name  of  the holder or its designee, for the
number  of  shares of Common Stock to which the holder shall be entitled, or (B)
provided  the  Transfer  Agent  is participating in The Depository Trust Company
("DTC")  Fast  Automated  Securities  Transfer  Program, upon the request of the
holder,  credit  such  aggregate  number  of shares of Common Stock to which the
holder  shall be entitled to the holder's or its designee's balance account with
DTC  through  its  Deposit  Withdrawal Agent Commission system. If the number of
Preferred Shares represented by the Preferred Stock Certificate(s) submitted for
conversion  is greater than the number of Preferred Shares being converted, then
the  Transfer  Agent  shall,  as  soon as practicable and in no event later than
three  Business  Days  after  receipt of the Preferred Stock Certificate(s) (the
"Preferred  Stock  Delivery  Date") and at its own expense, issue and deliver to
the  holder  a  new  Preferred  Stock  Certificate  representing  the  number of
Preferred  Shares  not  converted.

     (iii)     Record  Holder.  The  person  or  persons entitled to receive the
shares  of  Common Stock issuable upon a conversion of Preferred Shares shall be
treated  for  all  purposes  as  the  record holder or holders of such shares of
Common  Stock  on  the  Conversion  Date.

     (iv)  Company's  Failure  to  Timely  Convert.

     (A)     Cash Damages. If within three (3) Business Days after the Company's
receipt  of  the facsimile copy of a Conversion Notice the Company shall fail to
issue a certificate to a holder or credit such holder's balance account with DTC
for  the  number of shares of Common Stock to which such holder is entitled upon
such  holder's  conversion of Preferred Shares or to issue a new Preferred Stock
Certificate  representing the number of Preferred Shares to which such holder is
entitled  pursuant  to  Section  2(c)(ii),  in  addition  to all other available
remedies  which  such  holder  may  pursue  hereunder  and  under the Securities
Purchase  Agreement  (including  indemnification pursuant to Section 8 thereof),
the  Company shall pay additional damages to such holder for each date after the
Share  Delivery  Date  such  conversion  is not timely effected and/or each date
after  the Preferred Stock Delivery Date such Preferred Stock Certificate is not
delivered in an amount equal to 3.0% of the product of (I) the sum of the number
of  shares  of  Common  Stock  not issued to the holder on or prior to the Share
Delivery Date and to which such holder is entitled and, in the event the Company
has failed to deliver a Preferred Stock Certificate to the holder on or prior to
the Preferred Stock Delivery Date, the number of shares of Common Stock issuable
upon  conversion  of  the  Preferred  Shares represented by such Preferred Stock
Certificate,  as  of the Preferred Stock Delivery Date and (II) the Closing Sale
Price of the Common Stock on the Share Delivery Date, in the case of the failure
to  deliver  Common  Stock, or the Preferred Stock Delivery Date, in the case of
failure  to  deliver  a  Preferred  Stock  Certificate.








<PAGE>   120

     (B)     Redemption.  If for any reason a holder has not received all of the
shares  of  Common  Stock prior to the tenth (10th) Business Day after the Share
Delivery  Date  with  respect to a conversion of Preferred Shares (a "Conversion
Failure"), then the holder, upon written notice to the Company, may require that
the  Company  redeem  all  Preferred  Shares  held by such holder, including the
Preferred  Shares  previously submitted for conversion and with respect to which
the Company has not delivered shares of Common Stock, in accordance with Section
3.

     (v)     Book-Entry.  Notwithstanding  anything  to  the  contrary set forth
herein, upon conversion of Preferred Shares in accordance with the terms hereof,
the holder thereof shall not be required to physically surrender the certificate
representing  the  Preferred  Shares  to  the  Company unless the full number of
Preferred  Shares represented by the certificate are being converted. The holder
and the Company shall maintain records showing the number of Preferred Shares so
converted  and  the  dates  of  such conversions or shall use such other method,
reasonably  satisfactory  to  the  holder  and the Company, so as not to require
physical  surrender  of  the  certificate representing the Preferred Shares upon
each  such  conversion. In the event of any dispute or discrepancy, such records
of the Company shall be controlling and determinative in the absence of manifest
error.  Notwithstanding  the  foregoing,  if  Preferred  Shares represented by a
certificate  are  converted  as  aforesaid,  the  holder  may  not  transfer the
certificate representing the Preferred Shares unless the holder first physically
surrenders  the  certificate  representing  the Preferred Shares to the Company,
whereupon  the  Company  will  forthwith issue and deliver upon the order of the
holder  a  new  certificate of like tenor, registered as the holder may request,
representing  in  the  aggregate  the  remaining  number  of  Preferred  Shares
represented by such certificate. The holder and any assignee, by acceptance of a
certificate,  acknowledge  and  agree  that, by reason of the provisions of this
paragraph, following conversion of any Preferred Shares, the number of Preferred
Shares  represented by such certificate may be less than the number of Preferred
Shares  stated  of the face thereof. Each certificate for Preferred Shares shall
bear  the  following  legend:

ANY  TRANSFEREE  OF  THIS  CERTIFICATE  SHOULD CAREFULLY REVIEW THE TERMS OF THE
COMPANY'S  CERTIFICATE  OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE PREFERRED
SHARES  REPRESENTED  BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(v) THEREOF. THE
NUMBER  OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE
NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(v)
OF  THE  CERTIFICATE  OF  DESIGNATIONS,  PREFERENCES  AND  RIGHTS.

     (d)     Taxes.  The Company shall pay any and all taxes that may be payable
with  respect  to  the issuance and delivery of Common Stock, including, but not
limited  to,  any  transfer  taxes,  upon  the  conversion  of Preferred Shares;
provided, however, the Company shall not be liable for any taxes incurred by the
holder  of  the  Preferred Shares as a result of reporting such Preferred Shares
for  income  tax  purposes.

     (e)     Adjustments  to  Conversion  Ratio.  The  Conversion  Ratio will be
subject  to  adjustment  from  time  to  time  as provided in this Section 2(e).











<PAGE>   121

     (i)     Adjustment  of the Conversion Ratio upon Subdivision or Combination
of  Common  Stock.  If  the  Company at any time subdivides (by any stock split,
stock  dividend,  recapitalization  or  otherwise)  one  or  more classes of its
outstanding  shares  of  Common  Stock  into  a  greater  number  of shares, the
Conversion  Ratio  in  effect  immediately  prior  to  such  subdivision will be
proportionately  reduced.  If  the Company at any time combines (by combination,
reverse  stock split or otherwise) one or more classes of its outstanding shares
of  Common Stock into a smaller number of shares, the Conversion Ratio in effect
immediately  prior  to  such  combination  will  be  proportionately  increased.

     (ii)     Adjustment  of  the  Conversion  Ratio  Upon Major Corporate Event
Announcement.  In  the event (A) the Company makes a public announcement that it
intends  to  consolidate  or  merge  with  or into another Person or engage in a
business  combination involving the issuance or exchange of more than 30% of the
Company's  outstanding Common Stock, (B) the Company makes a public announcement
that  it  intends  to sell or transfer all or substantially all of the Company's
assets, or (C) any Person (including the Company) publicly announces a purchase,
tender  or  exchange offer for more than 30% of the Company's outstanding Common
Stock  (the  transactions  described  in  clauses  (A),  (B)  and  (C) above are
hereinafter  referred  to  as  "Major  Corporate  Events"  and  the  date of the
announcement referred to in clause (A), (B) or (C) is hereinafter referred to as
the  "Announcement  Date"),  then the Conversion Ratio shall, effective upon the
Announcement  Date  and continuing through and including the Adjusted Conversion
Ratio  Termination  Date  (as  defined  below), be equal to the Conversion Ratio
which  would  have  been  applicable  for  a  conversion  by  the  holder on the
Announcement  Date.  From  and  after  the Adjusted Conversion Ratio Termination
Date, the Conversion Ratio shall be determined as set forth in Section 3(a). For
purposes  hereof,  'Adjusted Conversion Ratio Termination Date" shall mean, with
respect to any proposed Major Corporate Event for which a public announcement as
contemplated  by  this  Section  2(e)(ii) has been made, the date upon which the
Company  or  other  Person  (in  the  case  of  clause (C) above) consummates or
publicly  announces  the  termination  or  abandonment  of  the  proposed  Major
Corporate  Event  which  was  the  subject  of the previous public announcement.

     (iii)  Other  Events.  If  any event occurs of the type contemplated by the
provisions  of  this  Section  2(e)  but  not  expressly  provided  for  by such
provisions  (including,  without  limitation, the granting of stock appreciation
rights,  phantom  stock  rights  or other rights with equity features), then the
Company's  Board  of  Directors  will  make  an  appropriate  adjustment  in the
Conversion  Ratio  so  as  to protect the rights of the holders of the Preferred
Shares;  provided  that no such adjustment will decrease the Conversion Ratio as
otherwise  determined  pursuant  to  this  Section  2(e).

     (iv)     Notices.

     (A)     Immediately  upon  any  adjustment  of  the  Conversion  Ratio, the
Company  will  give  written  notice thereof to each holder of Preferred Shares,
setting  forth  in  reasonable  detail,  and certifying, the calculation of such
adjustment.












<PAGE>   122

     (B)     The  Company  will  give written notice to each holder of Preferred
Shares  at  least twenty (20) days prior to the date on which the Company closes
its  books  or  takes  a record (I) with respect to any dividend or distribution
upon  the  Common Stock, (II) with respect to any pro rata subscription offer to
holders  of Common Stock or (III) for determining rights to vote with respect to
any Organic Change (as defined below), dissolution or liquidation, provided that
such  information  shall  be made known to the public prior to or in conjunction
with  such  notice  being  provided  to  such  holder.

     (C)     The  Company  will  also  give  written  notice  to  each holder of
Preferred  Shares  at  least  twenty  (20)  days  prior to the date on which any
Organic  Change  (as defined below), dissolution or liquidation will take place,
provided  that such information shall be made known to the public prior to or in
conjunction  with  such  notice  being  provided  to  such  holder.

     (3)     Redemption  at  Option  of  Holders.

     (a)     Holder's  Redemption  Right.  If  any  Preferred  Shares  remain
outstanding  on  the  Redemption  Date, then the holder of such Preferred Shares
shall  be entitled to require the Company to redeem all of such Preferred Shares
at  the  Redemption  Price.

     (b)     Termination  of  Redemption  Right.  In  the  event  the  aggregate
proceeds  received  from Buyer's sale of any combination of Preferred Shares and
Common  Stock  exceeds  the  Total  Return, the right of redemption set forth in
Section  3(a)  shall  terminate.

     (c)     Redemption  Option  Upon Triggering Event. In addition to all other
rights  of  the holders of Preferred Shares contained herein, after a Triggering
Event  (as defined below), each holder of Preferred Shares shall have the right,
at  such  holder's  option, to require the Company to redeem all or a portion of
such  holder's  Preferred  Shares  at  the  Redemption  Price.

     (d)     "Triggering  Event".  A  "Triggering Event" shall be deemed to have
occurred  at  such  time  as  any  of  the  following  events:

     (i)     the  failure of the Registration Statement to be declared effective
by the SEC on or prior to the date that is 30 days after the Scheduled Effective
Date;

     (ii)     while  the  Registration  Statement  is  required to be maintained
effective  pursuant  to  the  terms  of  the  Registration Rights Agreement, the
effectiveness  of  the  Registration Statement lapses for any reason (including,
without  limitation,  the  issuance  of  a  stop order) or is unavailable to the
holder of the Preferred Shares for sale of all of the Registrable Securities (as
defined  in  the  Registration Rights Agreement) in accordance with the terms of
the  Registration  Rights  Agreement, and such lapse or unavailability continues
for  a  period of five consecutive trading days, provided that the cause of such
lapse  or unavailability is not due to factors solely within the control of such
holder  of  Preferred  Shares;

     (iii)  the  Company's  or  the  Transfer  Agent's  notice  to any holder of
Preferred  Shares,  including by way of public announcement, at any time, of its
intention  not  to  comply with a request for conversion of any Preferred Shares
into  shares  of Common Stock that is tendered in accordance with the provisions
of  this  Certificate  of  Designations;

     (iv)     a  Conversion  Failure  (as  defined  in  Section  2(d)(iv)(B);



<PAGE>   123

     (v)     upon  the  Company's  receipt  of  a Conversion Notice, the Company
shall  not  be  obligated  to  issue  the  Common Stock due to the provisions of
Section  13;  or

     (vi)     the  Company  breaches  any  representation, warranty, covenant or
other  term  or condition of the Securities Purchase Agreement, the Registration
Rights  Agreement,  this  Certificate  of  Designations  or any other agreement,
document,  certificate  or  other  instrument  delivered  in connection with the
transactions  contemplated  thereby  and  hereby, except to the extent that such
breach  would  not have a Material Adverse Effect (as defined in Section 3(a) of
the  Securities  Purchase  Agreement)  and  except, in the case of a breach of a
covenant  which  is  curable,  only  if such breach continues for a period of at
least  10  days.

     (e)     Mechanics  of  Redemption  at  Option  of Buyer. Within one (1) day
after  the  occurrence  of a Triggering Event, the Company shall deliver written
notice  thereof  via  facsimile  and  overnight  courier  ("Notice of Triggering
Event")  to  each holder of Preferred Shares. At any time after the earlier of a
holder's  receipt of a Notice of Triggering Event and such holder becoming aware
of  a  Triggering  Event,  any  holder  of Preferred Shares then outstanding may
require  the Company to redeem all of the Preferred Shares by delivering written
notice  thereof  via  facsimile  and overnight courier ("Notice of Redemption at
Option  of Buyer") to the Company, which Notice of Redemption at Option of Buyer
shall  indicate  (i) the number of Preferred Shares that such holder is electing
to  redeem  and  (ii) the applicable Redemption Price, as calculated pursuant to
Section  3(a)  above.

     (f)     Payment  of  Redemption  Price.  Upon  the  Company's  receipt of a
Notice(s)  of Redemption at Option of Buyer from any holder of Preferred Shares,
the  Company  shall  immediately  notify  each  holder  of  Preferred  Shares by
facsimile  of  the  Company's  receipt of such notices and each holder which has
sent  such  a  notice  shall promptly submit to the Transfer Agent such holder's
Preferred Stock Certificates which such holder has elected to have redeemed. The
Company shall deliver the applicable Redemption Price to such holder within five
Business Days after the Company's receipt of a Notice of Redemption at Option of
Buyer;  provided that a holder's Preferred Stock Certificates shall have been so
delivered  to  the Transfer Agent. If the Company is unable to redeem all of the
Preferred  Shares  submitted  for redemption, the Company shall (i) redeem a pro
rata  amount  from  each  holder  of  Preferred  Shares  based  on the number of
Preferred  Shares  submitted for redemption by such holder relative to the total
number  of Preferred Shares submitted for redemption by all holders of Preferred
Shares  and  (ii)  in addition to any remedy such holder of Preferred Shares may
have  under  this  Certificate  of  Designations  and  the  Securities  Purchase
Agreement,  pay  to each holder interest at the rate of 1.5% per month (prorated
for  partial months) in respect of each unredeemed Preferred Share until paid in
full.

     (4)     Other  Rights  of  Holders.

     (a)     Reorganization,  Reclassification,  Consolidation,  Merger or Sale.
Any  recapitalization,  reorganization, reclassification, consolidation, merger,
sale  of  all  or substantially all of the Company's assets to another Person or
other  transaction  which is effected in such a way that holders of Common Stock
are  entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to  herein as "Organic Change." Prior to the consummation of any (i) sale of all
or  substantially  all  of  the  Company's assets to an acquiring Person or (ii)
other  Organic Change following which the Company is not a surviving entity, the
Company  will  secure  from  the  Person purchasing such assets or the successor


<PAGE>   124

resulting  from  such  Organic  Change  (in each case, the "Acquiring Entity") a
written  agreement  (in  form  and  substance  satisfactory  to the holders of a
majority  of the Preferred Shares then outstanding) to deliver to each holder of
Preferred Shares in exchange for such shares, a security of the Acquiring Entity
evidenced by a written instrument substantially similar in form and substance to
the  Preferred  Shares, including, without limitation, having a stated value and
liquidation  preference equal to the Stated Value and the Liquidation Preference
of  the Preferred Shares held by such holder, and satisfactory to the holders of
a  majority  of the Preferred Shares then outstanding. Prior to the consummation
of  any  other  Organic Change, the Company shall make appropriate provision (in
form  and  substance  satisfactory to the holders of a majority of the Preferred
Shares  then  outstanding)  to  insure that each of the holders of the Preferred
Shares  will  thereafter  have the right to acquire and receive in lieu of or in
addition  to  (as  the  case  may  be)  the  shares  of Common Stock immediately
theretofore  acquirable  and  receivable  upon  the  conversion of such holder's
Preferred Shares such shares of stock, securities or assets that would have been
issued  or payable in such Organic Change with respect to or in exchange for the
number of shares of Common Stock which would have been acquirable and receivable
upon  the  conversion  of  such holder's Preferred Shares as of the date of such
Organic  Change  (without taking into account any limitations or restrictions on
the  convertibility  of  the  Preferred  Shares).

     (b)     Optional  Redemption  Upon  Change  of  Control. In addition to the
rights  of  the holders of Preferred Shares under Section 4(a), upon a Change of
Control  (as defined below) of the Company each holder of Preferred Shares shall
have the right, at such holder's option, to require the Company to redeem all or
a portion of such holder's Preferred Shares at a price per Preferred Share equal
to  the Redemption Price. No sooner than 15 days nor later than 10 days prior to
the  consummation  of  a  Change  of  Control,  but  not  prior  to  the  public
announcement of such Change of Control, the Company shall deliver written notice
thereof via facsimile and overnight courier (a "Notice of Change of Control") to
each  holder  of Preferred Shares. At any time during the period beginning after
receipt of a Notice of Change of Control (or, in the event a Notice of Change of
Control  is  not delivered at least 10 days prior to a Change of Control, at any
time  on  or  after  the date which is 10 days prior to a Change of Control) and
ending on the date of such Change of Control, any holder of the Preferred Shares
then  outstanding  may  require  the  Company  to redeem all or a portion of the
holder's  Preferred Shares then outstanding by delivering written notice thereof
via  facsimile  and  overnight  courier  (a "Notice of Redemption Upon Change of
Control")  to  the  Company,  which  Notice of Redemption Upon Change of Control
shall indicate the number of Preferred Shares that such holder is submitting for
redemption.  Upon the Company's receipt of a Notice(s) of Redemption Upon Change
of  Control from any holder of Preferred Shares, the Company shall promptly, but
in  no event later than one (1) Business Day following such receipt, notify each
holder  of  Preferred  Shares  by  facsimile  of  the  Company's receipt of such
Notice(s)  of  Redemption  Upon Change of Control. The Company shall deliver the
Redemption  Price  simultaneous  with the consummation of the Change of Control;
provided  that,  if  required  by  Section  2(c)(v),  a holder's Preferred Stock
Certificates  shall have been so delivered to the Company. Payments provided for
in  this  Section  4(b) shall have priority to payments to other stockholders in
connection  with a Change of Control. For purposes of this Section 4(b), "Change
of Control" means (i) the consolidation, merger or other business combination of
the  Company with or into another Person (other than (A) a consolidation, merger
or  other  business  combination  in which holders of the Company's voting power
immediately  prior  to  the  transaction continue after the transaction to hold,
directly  or  indirectly,  the  voting power of the surviving entity or entities
necessary to elect a majority of the members of the board of directors (or their
equivalent  if  other  than  a  corporation)  of such entity or entities, or (B)



<PAGE>   125

pursuant  to  a migratory merger effected solely for the purpose of changing the
jurisdiction  of incorporation of the Company), (ii) the sale or transfer of all
or  substantially  all  of  the Company's assets, or (iii) a purchase, tender or
exchange  offer  made to and accepted by the holders of more than the 50% of the
outstanding  shares  of  Common  Stock.

     (c)     Purchase Rights. If at any time the Company grants, issues or sells
any  options,  convertible  securities  or  rights  to purchase stock, warrants,
securities  or  other  property  pro  rata to the record holders of any class of
Common  Stock (the "Purchase Rights"), then the holders of Preferred Shares will
be  entitled  to acquire, upon the terms applicable to such Purchase Rights, the
aggregate  Purchase  Rights which such holder could have acquired if such holder
had  held  the  number  of  shares  of  Common  Stock  acquirable  upon complete
conversion  of the Preferred Shares (without taking into account any limitations
or  restrictions  on  the  convertibility  of  the Preferred Shares) immediately
before  the  date  on which a record is taken for the grant, issuance or sale of
such  Purchase  Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of  such  Purchase  Rights.

     (5)     Reservation  of  Shares:  Authorized  Shares.

     (a)     Reservation.  The  Company  shall,  so long as any of the Preferred
Shares  are outstanding, take all action necessary to reserve and keep available
out  of  its  authorized  and  unissued  Common Stock, solely for the purpose of
effecting  the  conversion  of  the  Preferred  Shares, such number of shares of
Common  Stock  as shall from time to time be sufficient to effect the conversion
of  all of the Preferred Shares then outstanding (the "Required Reserve Amount).

     (b)     Insufficient  Authorized  Shares.  If  at any time while any of the
Preferred  Shares  remain  outstanding  the  Company  does not have a sufficient
number  of  authorized  and  unreserved  shares  of  Common Stock to satisfy its
obligation  to  reserve  for issuance upon conversion of the Preferred Shares at
least  a  number  of shares of Common Stock equal to the Required Reserve Amount
(an  "Authorized  Share  Failure"),  then the Company shall immediately take all
action  necessary to increase the Company's authorized shares of Common Stock to
an amount sufficient to allow the Company to reserve the Required Reserve Amount
for  the  Preferred  Shares then outstanding. Without limiting the generality of
the  foregoing sentence, as soon as practicable after the date of the occurrence
of  an  Authorized  Share  Failure, but in no event later than 60 days after the
occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its  stockholders  for  the  authorization  of  an  increase  in  the  number of
authorized  shares of Common Stock. In connection with such meeting, the Company
shall  provide  each  stockholder  with a proxy statement and shall use its best
efforts  to  solicit  its  stockholders' approval of such increase in authorized
shares  of  Common Stock and to cause its board of directors to recommend to the
stockholders  that  they  approve  such  proposal.

     (6)     Voting  Rights.  Holders  of  Preferred Shares shall have no voting
rights,  except  as  required  by  law,  including but not limited to the Nevada
General  Corporation  Law,  and  as  expressly  provided  in this Certificate of
Designations.

     (7)     Liquidation, Dissolution, Winding-Up. In the event of any voluntary
or  involuntary  liquidation,  dissolution  or  winding  up  of the Company, the
holders  of the Preferred Shares shall be entitled to receive in cash out of the
assets  of  the  Company,  whether  from  capital or from earnings available for
distribution  to  its  stockholders (the "Liquidation Funds"), before any amount
shall  be  paid to the holders of any of the capital stock of the Company of any


<PAGE>   126

class junior in rank to the Preferred Shares in respect of the preferences as to
the distributions and payments on the liquidation, dissolution and winding up of
the  Company,  an  amount  per Preferred Share equal to the amount of the Stated
Value  (such amount being referred to as the "Liquidation Preference"); provided
that,  if  the  Liquidation Funds are insufficient to pay the full amount due to
the holders of Preferred Shares and holders of shares of other classes or series
of  preferred  stock  of  the  Company that are of equal rank with the Preferred
Shares  as to payments of Liquidation Funds (the 'Pari Passu Shares"), then each
holder  of  Preferred Shares and Pari Passu Shares shall receive a percentage of
the  Liquidation  Funds equal to the full amount of Liquidation Funds payable to
such  holder  as  a  liquidation preference, in accordance with their respective
Certificate of Designations, Preferences and Rights, as a percentage of the full
amount  of Liquidation Funds payable to all holders of Preferred Shares and Pari
Passu  Shares.  In addition to the receipt of the Liquidation Preference, in the
event  of any voluntary or involuntary liquidation, dissolution or winding up of
the  Company,  the  holders of the Preferred Shares shall be entitled to receive
Liquidation  Funds distributed to holders of Common Stock, after the Liquidation
Preference  has  been  paid,  to the same extent as if such holders of Preferred
Shares  had  converted the Preferred Shares into Common Stock (without regard to
any  limitations on conversions herein or elsewhere) and had held such shares of
Common  Stock  on  the  record  date  for  such  distribution  of  the remaining
Liquidation  Funds.  The  purchase  or redemption by the Company of stock of any
class,  in  any  manner permitted by law, shall not, for the purposes hereof, be
regarded as a liquidation, dissolution or winding up of the Company. Neither the
consolidation  or  merger  of the Company with or into any other Person, nor the
sale  or  transfer  by the Company of less than substantially all of its assets,
shall,  for  the  purposes hereof, be deemed to be a liquidation, dissolution or
winding  up  of  the Company. No holder of Preferred Shares shall be entitled to
receive  any  amounts  with respect thereto upon any liquidation, dissolution or
winding  up  of the Company other than the amounts provided for herein; provided
that  a  holder  of Preferred Shares shall be entitled to all amounts previously
accrued  with  respect  to  amounts  owed  hereunder.

     (8)     Preferred  Rank. All shares of Common Stock shall be of junior rank
to  all  Preferred  Shares in respect to the preferences as to distributions and
payments  upon  the  liquidation, dissolution and winding up of the Company. The
rights  of  the  shares  of Common Stock shall be subject to the preferences and
relative  rights  of  the  Preferred  Shares.  Without the prior express written
consent of the holders of not less than two-thirds (2/3) of the then outstanding
Preferred  Shares, the Company shall not hereafter authorize or issue additional
or  other  capital stock that is of senior or equal rank to the Preferred Shares
in  respect  of  the  preferences  as  to  distributions  and  payments upon the
liquidation,  dissolution  and  winding  up  of  the  Company. Without the prior
express  written consent of the holders of not less than two-thirds (2/3) of the
then  outstanding Preferred Shares, the Company shall not hereafter authorize or
make any amendment to the Company's Articles of Incorporation or bylaws, or file
any  resolution  of  the  board  of  directors  of  the  Company with the Nevada
Secretary  of State or enter into any agreement containing any provisions, which
would  adversely  affect  or otherwise impair the rights or relative priority of
the  holders of the Preferred Shares relative to the holders of the Common Stock
or  the  holders of any other class of capital stock. In the event of the merger
or  consolidation of the Company with or into another corporation, the Preferred
Shares  shall  maintain  their  relative  powers,  designations  and preferences
provided  for  herein  and  no  merger  shall  result  inconsistent  therewith.







<PAGE>   127

     (9)     Participation. Subject to the rights of the holders, if any, of the
Pari  Passu  Shares,  the  holders  of the Preferred Shares shall, as holders of
Preferred  Stock,  be  entitled to such dividends paid and distributions made to
the  holders  of Common Stock to the same extent as if such holders of Preferred
Shares  had  converted the Preferred Shares into Common Stock (without regard to
any  limitations  on conversion herein or elsewhere) and had held such shares of
Common  Stock  on the record date for such dividends and distributions. Payments
under  the  preceding  sentence  shall be made concurrently with the dividend or
distribution  to  the  holders  of  Common  Stock.

     (10)     Restriction  on  Redemption  and  Cash Dividends. Until all of the
Preferred Shares have been converted or redeemed as provided herein, the Company
shall  not,  directly or indirectly, redeem, or declare or pay any cash dividend
or  distribution  on, its Common Stock without the prior express written consent
of  the  holders  of  not  less  than  two-thirds  (2/3) of the then outstanding
Preferred  Shares.

     (11)     Vote to Change the Terms of Preferred Shares. The affirmative vote
at  a  meeting  duly  called  for  such purpose or the written consent without a
meeting,  of  the  holders  of  not  less  than  two-thirds  (2/3)  of  the then
outstanding  Preferred  Shares,  shall  be  required  for  any  change  to  this
Certificate  of  Designations  or  the Company's Articles of Incorporation which
would  amend,  alter,  change  or  repeal  any  of  the  powers,  designations,
preferences  and  rights  of  the  Preferred  Shares.

     (12)     Lost  or  Stolen  Certificates.  Upon  receipt  by  the Company of
evidence  reasonably satisfactory to the Company of the loss, theft, destruction
or  mutilation  of  any  Preferred Stock Certificates representing the Preferred
Shares,  and,  in the case of loss, theft or destruction, of any indemnification
undertaking  by  the holder to the Company in customary form and, in the case of
mutilation,  upon  surrender  and  cancellation  of  the  Preferred  Stock
Certificate(s),  the  Company  shall  execute  and  deliver  new preferred stock
certificate(s)  of like tenor and date; provided, however, the Company shall not
be  obligated  to  re-issue  preferred  stock  certificates  if  the  holder
contemporaneously  requests  the  Company  to convert such Preferred Shares into
Common  Stock.

     (13)     Remedies.  Characterizations,  Other  Obligations,  Breaches  and
Injunctive  Relief.  The  remedies  provided in this Certificate of Designations
shall  be  cumulative and in addition to all other remedies available under this
Certificate of Designations, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing  herein  shall  limit a holder's right to pur~sue actual damages for any
failure  by  the  Company  to  comply  with  the  terms  of  this Certificate of
Designations.  The  Company  covenants  to  each holder of Preferred Shares that
there  shall  be  no  characterization  concerning this instrument other than as
expressly provided herein. Amounts set forth or provided for herein with respect
to  payments, conversion and the like (and the computation thereof) shall be the
amounts  to be received by the holder thereof and shall not, except as expressly
provided  herein,  be  subject  to  any  other obligation of the Company (or the
performance  thereof).  The  Company  acknowledges  that  a  breach by it of its
obligations  hereunder  will  cause  irreparable  harm  to  the  holders  of the
Preferred  Shares  and  that  the  remedy  at  law  for  any  such breach may be
inadequate.  The  Company therefore agrees that, in the event of any such breach
or  threatened breach, the holders of the Preferred Shares shall be entitled, in
addition  to  all  other  available  remedies,  to an injunction restraining any
breach,  without  the necessity of showing economic loss and without any bond or
other  security  being  required.


<PAGE>   128

     (14)     Specific  Shall  Not  Limit  General:  Construction.  No  specific
provision  contained  in  this Certificate of Designations shall limit or modify
any  more  general  provision contained herein. This Certificate of Designations
shall  be  deemed  to be jointly drafted by the Company and all Buyers and shall
not  be  construed  against  any  person  as  the  drafter  hereof.

     (15)     Failure  or Indulgence Not Waiver. No failure or delay on the part
of a holder of Preferred Shares in the exercise of any power, right or privilege
hereunder  shall  operate  as  a waiver thereof, nor shall any single or partial
exercise  of  any  such  power,  right  or  privilege  preclude other or further
exercise  thereof  or  of  any  other  right,  power  or  privilege.

     IN WITNESS WHEREOF, the Company has caused this Certificate of Designations
to  be signed by Jerry Gruenbaum, its President, as of the 12th day of November,
1999.


BEACON  LIGHT  HOLDING
CORPORATION,  a  Nevada  corporation


By:    /s/Jerry  Gruenbaum
   -----------------------
Name:  Jerry  Gruenbaum
Its:  President  and  Secretary

































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