CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                                       Of

                      Series D Convertible Preferred Stock

                                       Of

                         LEASING TECHNOLOGY INCORPORATED

                   Pursuant to Section 16-10a-602 Utah Revised
                            Business Corporation Act


          We, Karl  Badger,  President  and  Stephen B.  Spencer,  Secretary  of
Leasing Technology Incorporated,  a corporation organized and existing under the
Laws of the  State  of  Utah,  in  accordance  with the  provisions  of  Section
16-10a-602 thereof, DO HEREBY CERTIFY:

          That pursuant to the authority  conferred  upon the Board of Directors
by the  Certificate  of  Incorporation  of said  Corporation,  the said Board of
Directors on February 20, 1997, adopted a resolution creating a series of Series
D Convertible  Preferred Stock and that the designations and amounts thereof and
the powers, preferences and relative, participating,  optional and other special
rights of the shares of such  series,  and the  qualifications,  limitations  or
restrictions thereof are as follows:

    1.   Designation of Series and Number of Shares.

          A series of Preferred Stock is hereby designated "Series D Convertible
Preferred Stock"  (hereinafter  referred to as "Series D Preferred Stock"),  and
the number of shares which shall constitute such Series shall be 300,000 shares,
which number of shares may be  increased or decreased  (but not below the number
of shares thereof then outstanding) from time to time by the Board of Directors.
Shares of Series D  Preferred  Stock shall be issued and become  outstanding  as
determined by the Board of Directors from time to time.

    2.   Dividends.

          If dividends are declared on the Common Stock of the Corporation,  the
holders of Series D Preferred  Stock shall be entitled to receive such dividends
as they would have  received had their  shares of Series D Preferred  Stock been
converted into common shares.  The holders of Series D Preferred  Stock shall be
entitled to such dividends even if their shares of Series D Preferred  Stock are
not eligible to be converted  into common  shares at the time the  dividends are

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declared.  Notwithstanding the foregoing, the holder of Series D Preferred Stock
shall not be  entitled to receive any  dividend  with  respect to any spinoff or
distribution  of the shares of Golf Ventures,  Inc. in the event such shares are
distributed  to the  Shareholders  of the  Corporation.  Other than as described
above,  the holders of Series D Preferred Stock shall not be entitled to receive
any dividends.

    3.    Conversion of Series D Preferred  Stock into Common Stock.

          The  holders  of record of Series D  Preferred  Stock  shall  have the
right,  at their  option,  to convert such shares into shares of common stock of
the  Corporation  ("LTI Common  Stock") or of common stock of  Fan-Tastic,  Inc.
("FTI Common Stock") in accordance  with and subject to the following  terms and
conditions:

          (a)  After  June  30,  2000  and  before   September  30,  2000,  each
outstanding share of Series D Preferred Stock may be convertible into fully paid
and non- assessable shares of LTI Common Stock at the rate of that number of LTI
Common Stock equal to the number that is  represented by the total net income of
Fan-Tastic,  Inc.  for the three (3) year period ended March 31, 2000 divided by
$1,000,000  times ten (10)  divided  by  seventy  percent  (70%) of the  average
trading  price  of  the  LTI  Common  Stock,   with  June  30,  2000  being  the
determination date.

          (b) After June 30, 2000 and before  September  30, 2000,  if the total
net income of  Fan-Tastic,  Inc.  for the three (3) year period  ended March 31,
2000 is equal to or exceeds  $1,000,000,  each share of Series D Preferred Stock
may be convertible into fully paid and non-assessable  shares of common stock of
Fan-Tastic,  Inc. at a rate equal to that number of Fan-Tastic Common Stock that
is equal to sixty one and one half  percent  (61.5%) of the  outstanding  common
stock of Fan-Tastic, Inc. as of June 30, 2000, divided by 100,000.

          (c) Each  holder of a Series D  Preferred  Stock may elect to  convert
pursuant to paragraph 3(a) or 3(b) above.

          (d) Within 100 days of the end of the Corporation's  fiscal year dated
March 31, 2000,  the  Corporation  shall give notice to all holders of record of
the Series D Preferred  Stock of their right to convert and the notice shall set
forth the  calculation  by the  Corporation of the number of LTI Common Stock or
FTI Common Stock into which the Series D Preferred Stock is convertible.  In the
event the holders of the Series D Preferred  Stock  question the  calculation of
the Corporation,  the  determination of the  Corporation's  independent  auditor
shall be final and  binding  on the  holders of the  Series D  Preferred  Stock.
Within 90 days of receipt of the notice  from the  Corporation,  the  holders of

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record of the Series D  Preferred  Stock  shall have the right to give notice in
writing to the  Corporation  of the  election  to convert the Series D Preferred
Stock and whether they desire to convert pursuant to paragraph 3(a) or 3(b).

          (e) In the event all shares of Series D Preferred  Stock have not been
converted  into either LTI Common  Stock or FTI Common Stock by October 15, 2000
the same shall be  automatically  converted  into LTI or FTI Common  Stock based
upon the stock which a majority  of the holders of Series D Preferred  Stock who
have  converted  elected  to  convert  to.  In  addition,  at  such  time  as  a
registration  statement  shall be filed with the United  States  Securities  and
Exchange  Commission  to register the common  shares of  Fan-Tastic,  Inc. to be
distributed  or sold to the  public,  the right  pursuant to  paragraph  3(b) to
convert the Series D Preferred Stock into FTI Common Stock shall terminate.  Not
less  than 30 days  prior to such a  registration  statement  being  filed,  the
Corporation  shall give written  notice to the holders of record of the Series D
Preferred  Stock of their final  right to convert  into FTI Common  Stock.  This
right  must be  exercised  within  10 days of  receipt  of the  notice  from the
Corporation.

          (f) In order to receive  share  certificates  representing  the Common
Stock into which the Series D Preferred Stock was converted,  the holder thereof
shall surrender to the Corporation the certificate or certificates  for Series D
Preferred  Stock (or, in the case of a lost or destroyed  certificate,  proof of
loss  or  destruction  and  indemnity  as  required  by  the  Corporation).  The
Corporation will, as soon as practicable thereafter,  deliver to such holder, or
to his nominee or nominees, a certificate or certificates for the number of full
shares of Common Stock to which he shall be entitled as aforesaid, together with
an amount in cash with respect to any fractional share, as provided in Paragraph
6.

          (g) The conversion rate provided in clause (ii) above shall be subject
to  adjustment  as set  forth  in  Paragraph  6.  Upon  each  adjustment  of the
conversion  rate a written  instrument  signed by an officer of the  Corporation
setting forth the  adjustment  and  accompanied  by an opinion of an independent
public  accountant or accountants (who may be the independent  public accountant
or accountants then acting as auditor or auditors for the  Corporation)  setting
forth the computation of the adjustment and a summary of the facts upon which it
is  based,  together  with a copy of the  resolutions,  if any,  of the Board of
Directors  passed in  connection  therewith,  shall  forthwith be filed with the
Transfer  Agent  for the  Series  D  Preferred  Stock  and  made  available  for
inspection by stockholders, and any adjustment so evidenced, made in good faith,
shall be binding upon all stockholders and the Corporation.

          (h) All shares of the Series D  Preferred  Stock which shall have been
converted into Common Stock as herein provided shall not be reissued as Series D
Preferred  Stock but shall have the status of authorized and unissued  shares of
Preferred Stock undesignated as to series.

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<PAGE>

    4.    Priority of Series D Preferred Stock on Dissolution.

          In the event of any  dissolution,  liquidation  or  winding-up  of the
affairs of the Corporation,  whether voluntary or involuntary,  after payment or
provision for payment of the debts and other liabilities of the Corporation, the
holders of Series D Preferred Stock shall be entitled to receive, out of the net
assets  of the  Corporation,  an amount  equal to $10.00  per share and no more,
before any distribution shall be made to the holders of Common Stock;  provided,
however,  that no such  distribution  shall be made to the  holders  of Series D
Preferred Stock unless at the same time a like proportionate  distribution shall
be  made,   ratably  in  proportion  to  the  respective  amounts  payable  upon
dissolution, liquidation or winding-up of the affairs of the Corporation, to the
holders of all  shares of  Preferred  Stock of all other  series,  if any,  then
outstanding and ranking as to distribution of assets on a parity with the Series
D Preferred Stock.  Neither the merger or consolidation of the Corporation,  nor
the sale, lease or conveyance of all or a part of its assets, shall be deemed to
be a liquidation,  dissolution or winding- up of the affairs of the  Corporation
within the meaning hereof.

    5.    Voting Powers of Series D Preferred Stock.

          (a) The  holders  of Series D  Preferred  Stock  shall  have no voting
rights  except as  specifically  provided by this  Paragraph 5 and by applicable
law.

          (b) The holders of all of the outstanding Series D Preferred Stock, as
a class,  shall have the right to elect one member to the Board of  Directors of
the Corporation.

          (c) Without the affirmative  vote or written consent of the holders of
the least one-half of the aggregate number of shares of Series D Preferred Stock
outstanding, unless the vote or consent of a greater number of shares shall then
be  required by law,  the  Corporation  shall not, by action of the  Articles of
Incorporation,  or by an amendment to the Articles of Incorporation or by merger
or  consolidation  or in any other manner,  (A) authorize any class or series of
stock, or designate any series of the Preferred Stock ranking,  either as to the
payment of dividends or distribution of assets,  prior to the Series D Preferred
Stock or (B) change the rights,  preferences or limitations  with respect to the
Series D Preferred  Stock in any  material  respect  prejudicial  to the holders
thereof, but nothing herein contained shall, except as provided in subclause (A)
of this clause (ii) of  Paragraph  5(b),  require  such a vote or consent (1) in
connection with any increase in the total number of authorized  shares of Common
Stock or Preferred Stock, or of any series of Preferred Stock, not ranking prior
to the Series D Preferred  Stock as to payment of dividends or  distribution  of
assets,  (2) in connection  with the  authorization  or increase of any class or
series of stock  ranking  junior to or on a parity  with the Series D  Preferred

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<PAGE>

Stock  as to  payment  of  dividends  and  distribution  of  assets,  or  (3) in
connection  with the fixing of any of the  particulars of shares of other series
of  Preferred  Stock,  not ranking  prior to the Series D Preferred  Stock as to
payment of dividends or distribution  of assets,  that may be fixed by the Board
of Directors as provided in the Articles of Incorporation.

    6.    Adjustment of Conversion Rate.

          The rate at which  each  share of  Series  D  Preferred  Stock  may be
converted into Common Stock  (hereinafter  called the conversion  rate) shall be
subject to the following adjustments:

          (a) While any such  shares of the Series D  Preferred  Stock  shall be
outstanding,  in case this Corporation shall subdivide the outstanding shares of
Common  Stock into a greater  number of shares of Common  Stock,  or combine the
outstanding  shares of Common  Stock  into a smaller  number of shares of Common
Stock,  the conversion rate in effect  immediately  prior to such subdivision or
combination,  as  the  case  may  be,  shall  be  proportionately  increased  or
decreased,  as the case  may  require,  such  increase  or  decrease  to  become
effective  immediately  after the opening of business on the date  following the
day upon which such subdivision or combination becomes effective.

          (b) Any  dividend to holders of Common Stock in shares of Common Stock
equal in  number to  twenty-five  percent  (25%) or more of the total  number of
shares of the Common Stock  outstanding at the closing of business on the record
date fixed for the  determination of the stockholders  entitled to such dividend
shall be considered a subdivision of the outstanding shares of Common Stock (and
not a dividend  under clause (c) of this  Paragraph 6) and an  adjustment in the
conversion rate shall be made in accordance with the provisions of clause (a) of
this Paragraph 6 with respect to the subdivision of outstanding shares of Common
Stock.

          (c) If this  Corporation  shall  declare and pay to the holders of the
Common  Stock a  dividend  in  Common  Stock,  the  conversion  rate  in  effect
immediately  prior  to the  record  date  fixed  for  the  determination  of the
stockholders entitled to such dividend shall be increased proportionately to the
amount  of  Common  Stock  so paid as a  dividend,  such  adjustment  to  become
effective  immediately  after the opening of business on the day  following  the
record date for the determination of the Corporation's  stockholders entitled to
receive such dividend.  If the Corporation  shall declare and pay to the holders
of the Common Stock a dividend in any securities of the Corporation  convertible
into Common Stock,  such dividend shall,  for all purposes of clause (c) of this
Paragraph  6, be deemed a  dividend  of the  maximum  number of shares of Common

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Stock into which such securities are convertible,  but shall no longer be deemed
such a dividend in Common  Stock  whenever  and to the extent that such right of
conversion shall terminate without having been exercised.

          (d) No  adjustment of the  conversion  rate shall be made by reason of
the issuance of common stock in exchange for cash, property or services.

(e) In case the Corporation shall be recapitalized or shall be consolidated with
or merged  into,  or shall  sell or  transfer  its  property  and  assets as, or
substantially as, an entirety,  proper  provisions shall be  made as part of the
terms of such recapitalization,  consolidation, merger, sale or transfer whereby
the holder of any shares of the Series D Preferred Stock outstanding immediately
prior to such event shall thereafter be entitled to such conversion  rights with
respect to securities of the corporation  resulting from such  recapitalization,
consolidation  or merger,  or to which such sale or transfer  shall be made,  as
shall be substantially  equivalent to the conversion  rights provided for herein
with respect to such Series D Preferred Stock.

          (f) No  fraction  of a share of Common  Stock shall be issued upon any
conversion but, in lieu thereof,  there shall be paid an amount in cash equal to
the same fraction of the market value of a full share of Common Stock.

          (g)  Notwithstanding  the above  provisions  of this  paragraph  6, no
adjustment  shall be made in the rate of  conversion  of the Series D  Preferred
Stock  into  Common  Stock as a result  of the  reverse  stock  split  currently
contemplated  by the  Corporation  whereby  the  existing  Common  Stock will be
reverse split on a one-for-twenty basis on or about March 27, 1997.

    7.    No Stock Repurchases.

          Notwithstanding  anything to the contrary herein or in the Articles of
Incorporation  of the  Corporation,  no shares  of any other  class or series of
Preferred  Stock  or of  Common  Stock,  other  than  the  outstanding  Series C
Preferred  Stock of the  Corporation,  shall be  purchased  or  redeemed  by the
Corporation  without  the  affirmative  vote of the holders of a majority of the
outstanding shares of Series D Preferred Stock.

    8.    Other Rights.

          Except as  provided  by law,  the shares of Series D  Preferred  Stock
shall  not  have  any  designation,  preferences,  or  relative,  participating,
optional or other special rights, or qualifications, limitations or restrictions
thereof,  other than as set forth herein and in the Articles of Incorporation of
this Corporation.


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    9.    Definitions.

          (a) As used in this document "net income" shall mean all revenues less
all expenses before interest and tax.

          (b) "Average  trading price" or "market value" shall be the average of
the daily closing prices for the 20 consecutive  trading days ending on the last
full trading day on the exchange or market specified in the succeeding  sentence
prior to the determination date. The closing price for any day shall be the last
reported  sale price or, in case no such  reported sale takes place on such day,
the average of the  closing bid and asked  prices for such day, in each case (1)
on the  principal  national  securities  exchange  on which the shares of Common
Stock are listed or to which such  shares are  admitted to trading or (2) if the
Common  Stock is not listed or  admitted  to  trading  on a national  securities
exchange, in the over-the-counter market as reported by NASDAQ or any comparable
system or (3) if the  Common  Stock is not  listed  on  NASDAQ  or a  comparable
system, as furnished by two members of NASDAQ selected from time to time in good
faith by the Board of  Directors of the  Corporation  for that  purpose.  In the
absence of all of the  foregoing,  or if for any other reason the current market
price per share cannot be  determined  pursuant to the  foregoing  provisions of
this  paragraph,  the  current  market  price per share shall be the fair market
value  thereof  as  determined  in good faith by the Board of  Directors  of the
Corporation.

     IN WITNESS  WHEREOF,  we have executed and subscribed  this  Certificate of
Designations and do affirm the foregoing as true under penalties of perjury this
17th day of March, 1997.

     ATTEST:


     --------------------------------        -----------------------------------
     Stephen B. Spencer, Secretary           Karl Badger, President


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