CERTIFICATE OF DESIGNATIONS
                                       OF
                            SERIES B PREFERRED STOCK
                                       OF
                              SAVE ON ENERGY, INC.

                  Pursuant to Section 14-2-601 of the Georgia Business
Corporation Code, Save On Energy, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the Georgia
Business Corporation Code, pursuant to authority conferred upon the Board of
Directors of the Corporation (the "Board") by the Articles of Incorporation, as
amended, of the Corporation, the Board, by unanimous written consent dated
February 1, 2002, adopted the following resolution authorizing the creation and
issuance of a series of 954,562.80 shares of Series B Preferred Stock (the
"Series B Preferred Stock") under the terms of this Certificate of Designation
(the "Certificate"), which resolution is as follows:

                  RESOLVED, that pursuant to authority expressly granted to and
vested in the Board of Directors by the Articles of Incorporation, as amended,
of the Corporation, the Board hereby creates a series of 954,562.80 shares of
Series B Preferred Stock of the Corporation and authorizes the issuance thereof,
and hereby fixes the designation thereof, preferences and relative
participating, optional and other special limitations or restrictions thereon
(in addition to the designations, preferences and relative participating and
other special rights, and the qualifications, limitations or restrictions
thereof, set forth in the Articles of Incorporation, as amended, of the
Corporation, which are applicable to the preferred stock of all series, if any)
as follows:

                                    ARTICLE 1.
                                   DEFINITIONS

SECTION 1.1.      Definitions.  The terms  defined  in this  Article  whenever
used in this Certificate have the following respective meanings:

                            "Additional  Shares of Common  Stock" shall mean all
shares of Common Stock issued (or, pursuant to Section 5(d)(iii), deemed to be
issued) by the Corporation after the Original Issue Date, other than shares of
Common Stock issued or issuable:

                                    (A)     upon conversion of shares of Series
B Preferred Stock;

                                    (B)     to  officers,  directors  or
employees of, or consultants to, the Corporation pursuant to stock option or
stock purchase plans or agreements on terms approved by the Board of Directors,
but not exceeding 5,000,000 shares of Common Stock (net of any repurchases of
such shares or cancellations or expirations of options), subject to adjustment
for all subdivisions and combinations;

                                    (C)     as a distribution on Series B
Preferred Stock;


                                    (D)     upon  exercise  or  conversion  of
outstanding options or warrants, respectively; or

                                    (E)     for  which  adjustment  of the
Conversion Price is made pursuant to Section 5(e).

                           "Affiliate"  has the meaning  ascribed  to such term
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

                           "Business  Day"  means a day  other  than  Saturday,
Sunday or any day on which banks located in the State of New York are authorized
or obligated to close.

                           "Capital  Shares"  means the Common  Shares and any
other shares of any other class or series of common stock, whether now or
hereafter authorized and however designated, which have the right to participate
in the distribution of earnings and assets (upon dissolution, liquidation or
winding-up) of the Corporation.

                           "Common  Shares" or "Common  Stock" means shares of
common stock, $.001 par value, of the Corporation.

                           "Common  Stock  Issued  at  Conversion"  when  used
with reference to the securities issuable upon conversion of the Series B
Preferred Stock, means all Common Shares now or hereafter Outstanding and
securities of any other class or series into which the Series B Preferred Stock
hereafter shall have been changed or substituted, whether now or hereafter
created and however designated.

                           "Conversion  Date"  means any day on which all or any
portion of shares of the Series B Preferred Stock is converted in accordance
with the provisions hereof.

                           "Conversion Notice" has the meaning set forth in
Section 6.2.

                           "Conversion  Price"  means on any date of
determination the applicable price for the conversion of shares of Series B
Preferred Stock into Common Shares on such day as set forth in Section 5.1.

                           "Conversion Rights" has the meaning set forth in
Section 5.1.

                           "Convertible  Securities"  shall mean any evidences
of indebtedness, shares (other than Common Stock and Series B Preferred Stock)
or other securities convertible into or exchangeable for Common Stock.

                           "Corporation" means Save On Energy,  Inc., a Georgia
corporation, and any successor or resulting corporation by way of merger,
consolidation, sale or exchange of all or substantially all of the Corporation's
assets, or otherwise.

                            "Dissenting Holders" has the meaning set forth in
Section 7.1.

                           "GBC" means the Georgia Business Corporation Code, as
amended.

                           "Holder"  means the  Person to whom the  shares of
Series B Preferred Stock is issued, any successor thereto, or any Person to whom
the Series B Preferred Stock is subsequently transferred in accordance with the
provisions hereof.

                           "Junior Securities" has the meaning set forth in
Section 2.1.

                           "Liquidation Event" has the meaning set forth in
Section 4.1(a).

                           "Liquidation  Preference"  with respect to a share of
the Series B Preferred Stock shall mean the greater of (i) an amount equal to
$1.05 per share, plus all accrued but unpaid dividends or (ii) the amount that
such share of Series B Preferred Stock would be entitled to if the entire assets
and funds of the Corporation legally available for distribution, if any, were
distributed among the holders of the Common Stock and the Series B Preferred
Stock in proportion to the shares of Common Stock held by them and the shares of
Common Stock which they then had the right to acquire upon conversion of the
shares of Series B Preferred Stock then held by them.

                           "Options"  shall mean  rights,  options, or  warrants
to subscribe for, purchase or otherwise acquire Common Stock, Series B Preferred
Stock or Convertible Securities.

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

                           "Outstanding"   when  used  with   reference   to
Common Shares or Capital Shares (collectively, "Shares"), means, on any date of
determination, all issued and outstanding Shares, and includes all such Shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in such Shares; provided, however, that any such Shares
directly or indirectly owned or held by or for the account of the Corporation or
any Subsidiary of the Corporation shall not be deemed "Outstanding" for purposes
hereof.

                           "Pari Passu Securities" has the meaning set forth in
Section 2.1.

                           "Person" means an individual, a corporation,  a
partnership, an association, a limited liability company, an unincorporated
business organization, a trust or other entity or organization, and any
government or political subdivision or any agency or instrumentality thereof.

                           "Preference Liquidation Event" has the meaning set
forth in Section 4.1(b).

                           "SEC" means the United States Securities and Exchange
Commission.

                           "Securities  Act"  means the  Securities Act of 1933,
as amended, and the rules and regulations of the SEC thereunder, all as in
effect at the time.

                           "Senior Securities" has the meaning set forth in
Section 7.1(b).

                           "Subsidiary" means any entity of which  securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are owned
directly or indirectly by the Corporation.

All references to "cash" or "$" herein means currency of the United States of
America.

                                    ARTICLE 2.
                                      RANK

SECTION 2.1. Rank. The Series B Preferred Stock shall rank (i) prior to the
Common Stock; (ii) prior to any class or series of capital stock of the
Corporation hereafter created other than "Pari Passu Securities" (collectively,
with the Common Stock, "Junior Securities"); and (iii) pari passu with the
Series A Preferred Stock and any class or series of capital stock of the
Corporation hereafter created specifically ranking on parity with the Series A
Preferred Stock ("Pari Passu Securities").

                                    ARTICLE 3.
                                    DIVIDENDS

SECTION 3.1. Dividends.(a) The Corporation shall not be obligated to declare or
issue any dividends, except as otherwise provided under Article 4, on the Series
B Preferred Stock; provided however, no dividends shall be paid on any shares of
Common Stock unless a dividend is paid with respect to all outstanding shares of
Series B Preferred Stock in an amount for each such share of Series B Preferred
Stock equal to the aggregate amount of such dividends for all shares of Common
Stock into which each such share of Series B Preferred Stock could then be
converted.

                                    ARTICLE 4.
                             LIQUIDATION PREFERENCE

SECTION 4.1.      Liquidation Preference.

(a) Liquidation Preference. If the Corporation shall commence a voluntary case
under the Federal bankruptcy laws or any other applicable Federal or state
bankruptcy, insolvency or similar law, or consent to the entry of an order for
relief in an involuntary case under any law or to the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other 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, or if a decree or order
for relief in respect of the Corporation shall be entered by a court having
jurisdiction in the premises in an involuntary case under the Federal bankruptcy
laws or any other applicable Federal or state bankruptcy, insolvency or similar
law resulting in the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Corporation or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order shall be unstayed and in effect for a
period of ninety (90) consecutive days and, on account of any such event, the
Corporation shall liquidate, dissolve or wind up, or if the Corporation shall
otherwise liquidate, dissolve or wind up (each such event being considered a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital stock of the Corporation upon liquidation, dissolution or winding up
unless prior thereto, the holders of shares of Series B Preferred Stock, subject
to Article 5, shall have received the Liquidation Preference with respect to
each share. After the payment of the Liquidation Preference to the holders of
Series B Preferred Stock, the remaining assets shall be distributed ratably to
the holders of the Common Stock and the Series B Preferred Stock on an
as-converted to Common Stock basis. If upon the occurrence of a Liquidation
Event, the assets and funds available for distribution among the holders of the
Series B Preferred Stock and holders of Pari Passu Securities shall be
insufficient to permit the payment to such Holders of the preferential amounts
payable thereon, then the entire assets and funds of the Corporation legally
available for distribution to the Series B Preferred Stock and the Pari Passu
Securities shall be distributed ratably among such shares in proportion to the
ratio that the Liquidation Preference payable on each such share bears to the
aggregate liquidation preference payable on all such shares.

                  (b) Merger or Sale of Assets. Except as provided in Section
4.1(c), at the option of the Holders, the sale, conveyance or disposition of all
or substantially all of the assets of the Corporation or the consolidation,
merger or other business combination of the Corporation with or into any other
Person or Persons when the Corporation is not the survivor shall be deemed to be
a liquidation, dissolution or winding up of the Corporation pursuant to which
the Corporation shall be required to distribute, upon consummation of and as a
condition to, such transaction an amount equal to 100% of the Liquidation
Preference with respect to each outstanding share of Series B Preferred Stock in
accordance with and subject to the terms of this Article 4 (a "Preference
Liquidation Event"); provided, that all Holders of Series B Preferred Stock
shall be deemed to elect the option set forth above if at least three-quarters
in interest of such Holders elect such option.

                  (c) Merger for Other Securities. In the case of mergers or
consolidations of the Corporation where holders of Common Stock of the
Corporation receive, in exchange for such Common Stock, common stock or
preferred stock in the surviving entity (whether or not such surviving entity is
the Corporation) of such merger or consolidation, or common stock or preferred
stock of another entity (in either case, such preferred stock to be received in
exchange for common stock is herein referred to as "Exchanged Preferred Stock"),
which is junior as to dividends and upon liquidation, dissolution or winding up
to the Series B Preferred Stock, the merger agreement or consolidation agreement
shall expressly provide that the Series B Preferred Stock shall become preferred
stock of such surviving entity or other entity, as the case may be, with the
equivalent rights to the rights set forth in this Certificate; provided however,
that if the Exchange Preferred Stock is to be mandatorily redeemed in whole or
in part through the operation of a sinking fund, or otherwise, the merger or
consolidation agreement shall expressly provide that, or other provisions shall
be made so that, all shares of the Series B Preferred Stock or securities
received in exchange therefor shall be mandatorily redeemed prior to the first
mandatory redemption of the Exchange Preferred Stock; and provided further, that
in the event the Corporation or an affiliate of the Corporation, or its
successor by merger, consolidation or otherwise optionally redeems or otherwise
acquires any or all of the then outstanding shares of Exchanged Preferred Stock,
all shares of Series B Preferred Stock or securities received in exchange
therefor shall be redeemed. Unless otherwise specified in this Section 4.1(c),
any redemption of the Series B Preferred Stock under the terms hereof shall be
at the Liquidation Preference amount.

                                    ARTICLE 5.
                          CONVERSION OF PREFERRED STOCK

SECTION 5.1.      Conversion.  The  holders  of the  Series B  Preferred  Stock
shall have conversion rights as follows (the "Conversion Rights"): -

                  (a) Right to Convert. Each share of Series B Preferred Stock
shall be convertible, at the option of the Holder thereof, at any time after the
Original Issue Date, at the office of the Corporation or any transfer agent for
such stock, into such number of fully paid and nonassessable shares of Common
Stock as is determined by dividing (x) the lower of either (i) $0.09 or (ii) the
price per share paid by the Holder for the Series B Preferred Stock by (y) the
Conversion Price applicable to such share, determined as hereinafter provided,
in effect on the date the certificate is surrendered for conversion. The price
at which shares of Common Stock shall be deliverable upon conversion of shares
of the Series B Preferred Stock (the "Conversion Price") shall initially be
$0.00773 per share of Common Stock. Such initial Conversion Price shall be
adjusted as hereinafter provided.

                  (b) Automatic Conversion. Each share of Series B Preferred
Stock shall automatically be converted into shares of Common Stock at the then
effective Series B Conversion Price upon the earlier of (i) the date specified
by vote or written consent or agreement of holders of at least three-quarters
(3/4) of the shares of the Series B Preferred Stock then Outstanding or (ii)
immediately upon the closing of the sale of the Corporation's Common Stock in a
firm commitment, underwritten public offering registered under the Securities
Act in which the Corporation receives gross proceeds of no less than twenty
million dollars ($20,000,000), other than a registration relating solely to a
transaction under Rule 145 under the Act (or any successor thereto) or to an
employee benefit plan of the Corporation.

                  (c) Mechanics of Conversion. Before any Holder of Series B
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for such
stock, and shall give written notice to the Corporation at such office that he
elects to convert the same and shall state therein the name or names in which he
wishes the certificate or certificates for shares of Common Stock to be issued.
The Corporation shall, as soon as practicable thereafter, issue and deliver at
such office to such holder of Series B Preferred Stock, a certificate or
certificates for the number of shares of Common Stock to which he shall be
entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of surrender of the
shares of Series B Preferred Stock to be converted, and 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 such date.

                  (d)      Adjustments to Conversion Price for Certain Diluting
Issuances.

                           (i)      No  Adjustment  of  Conversion  Price.  Any
provision herein to the contrary notwithstanding, no adjustment in the
Conversion Price shall be made in respect of the issuance of Additional Shares
of Common Stock unless the consideration per share (determined pursuant to
Section 5(d)(iv) hereof) for an Additional Share of Common Stock issued or
deemed to be issued by the Corporation is less than the Conversion Price in
effect on the date of, and immediately prior to, such issue.

                           (ii)     Deemed  Issue  of  Additional   Shares  of

Common Stock. In the event the Corporation at any time or from time to time
after the Original Issue Date shall issue any Options or Convertible Securities
or shall fix a record date for the determination of holders of any class of
securities then entitled to receive any such Options or Convertible Securities,
then the maximum number of shares (as set forth in the instrument relating
thereto without regard to any provisions contained therein designed to protect
against dilution) of Common Stock issuable upon the exercise of such Options or,
in the case of Convertible Securities and Options for Convertible Securities or
for Series B Preferred Stock, the conversion or exchange of such Convertible
Securities or Series B Preferred Stock, shall be deemed to be Additional Shares
of Common Stock issued as of the time of such issue or, in case such a record
date shall have been fixed, as of the close of business on such record date,
provided that in any such case in which Additional Shares of Common Stock are
deemed to be issued:

                                    (1)     no further adjustments in the Series
B Conversion Price shall be made upon the subsequent issue of such Convertible
Securities, or Series B Preferred Stock or shares of Common Stock upon the
exercise of such Options or conversion or exchange of such Convertible
Securities or Series B Preferred Stock;

                                    (2)     if such  Options or  Convertible
Securities by their terms provide, with the passage of time or otherwise, for
any increase or decrease in the consideration payable to the Corporation, or
decrease or increase in the number of shares of Common Stock issuable, upon the
exercise, conversion or exchange thereof, the Series B Conversion Price computed
upon the original issue thereof (or upon the occurrence of a record date with
respect thereto), and any subsequent adjustments based thereon, shall, upon any
such increase or decrease becoming effective, be recomputed to reflect such
increase or decrease insofar as it affects such Options or the rights of
conversion or exchange under such Convertible Securities (provided, however,
that no such adjustment of the Conversion Price shall affect Common Stock
previously issued upon conversion of the Series B Preferred Stock);

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

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

                                            (B)      in the case of Options for
Convertible Securities or Series B Preferred Stock only the Convertible
Securities or Series B Preferred Stock, if any, actually issued upon the
exercise thereof were issued at, the time of issue of such Options, and the
consideration received by the Corporation for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received by
the Corporation for the issue of all such Options, whether or not exercised,
plus the consideration deemed to have been received by the Corporation
(determined pursuant to Section 5(d)) upon the issue of the Convertible
Securities or Series B Preferred Stock with respect to which such Options were
actually exercised;

                                    (4)     no  readjustment pursuant  to clause
(2) or (3) above shall have the effect of increasing the Series B Conversion
Price to an amount which exceeds the lower of (a) the Conversion Price on the
original adjustment date, or (b) the Conversion Price that would have resulted
from any issuance of Additional Shares of Common Stock between the original
adjustment date and such readjustment date;

                                    (5)     in the case of any  Options  which
expire by their terms not more than 30 days after the date of issue thereof, no
adjustment of the Conversion Price shall be made until the expiration or
exercise of all such Options, whereupon such adjustment shall be made in the
same manner provided in clause (3) above.

                           (iii)    Adjustment  of Conversion  Price Upon
Issuance of Additional Shares of Common Stock. In the event the Corporation, at
any time after the Original Issue Date shall issue Additional Shares of Common
Stock without consideration or for a consideration per share less than the
Conversion Price in effect on the date of, and immediately prior to, such issue,
then, and in such event, the Conversion Price shall be reduced, concurrently
with such issue, to a price (calculated to the nearest cent) determined by
multiplying such Conversion Price by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such issue
plus the number of shares of Common Stock which the aggregate consideration
received by the Corporation for the total number of Additional Shares of Common
Stock so issued would purchase at such Conversion Price in effect immediately
prior to such issuance, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the
number of such Additional Shares of Common Stock so issued. For the purpose of
the above calculation, the number of shares of Common Stock outstanding
immediately prior to such issue shall be calculated on a fully diluted basis, as
if all shares of Series B Preferred Stock and all Convertible Securities had
been fully converted into shares of Common Stock immediately prior to such
issuance and any outstanding Options for the purchase of shares of stock or
convertible securities had been fully exercised immediately prior to such
issuance (and the resulting securities fully converted into shares of Common
Stock, if so convertible) as of such date, but not including in such calculation
any additional shares of Common Stock issuable with respect to shares of Series
B Preferred Stock, Convertible Securities, or outstanding options, warrants or
other rights for the purchase of shares of stock or convertible securities,
solely as a result of the adjustment of the Conversion Price (or other
conversion ratios) resulting from the issuance of the Additional Shares of
Common Stock causing the adjustment in question.

                           (iv)     Determination  of  Consideration.  For
purposes of this Section 5(d), the consideration received by the Corporation for
the issue of any Additional Shares of Common Stock shall be computed as follows:

                                    (1)    Cash and Property. Such consideration
shall:

                                            (A)      insofar as it consists of
cash, be computed at the aggregate amount of cash received by the Corporation
excluding amounts paid or payable for accrued interest or accrued dividends;

                                            (B)      insofar  as it consists  of
property other than cash, be computed at the fair value thereof at the time of
such issue, as determined in good faith by the Board of Directors; and

                                            (C)      in the event  Additional
Shares of Common Stock are issued together with other shares or securities or
other assets of the Corporation for consideration which covers both, be the
proportion of such consideration so received, computed as provided in clauses
(A) and (B) above, as determined in good faith by the Board of Directors.

                                    (2)     Options and Convertible  Securities.
The consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to Section 5(d)(iii), relating
to Options and Convertible Securities shall be determined by dividing:

                                            (A)      the  total  amount, if any,
received or receivable by the Corporation as consideration for the issue of such
Options or Convertible Securities, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein designed to protect against
dilution) payable to the Corporation upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in the case of Options
for Convertible Securities or Series B Preferred Stock, the exercise of such
Options for Convertible Securities or Series B Preferred Stock and the
conversion or exchange of such Convertible Securities or Series B Preferred
Stock by

                                            (B)      the  maximum  number of
shares of Common Stock (as set forth in the instruments relating, thereto,
without regard to any provision contained therein designed to protect against
the dilution) issuable upon the exercise of such Options or conversion or
exchange of such Convertible Securities.

                  (e) Adjustments to Conversion Prices for Stock Dividends and
for Combinations or Subdivisions of Common Stock. In the event that this
Corporation at any time or from time to time after the Original Issue Date shall
declare or pay, without consideration, any dividend on the Common Stock payable
in Common Stock or in any right to acquire Common Stock for no consideration, or
shall effect a subdivision of the outstanding shares of Common Stock into a
greater number of shares of Common Stock (by stock split, reclassification or
otherwise than by payment of a dividend in Common Stock or in any right to
acquire Common Stock), or in the event the outstanding shares of Common Stock
shall be combined or consolidated, by reclassification or otherwise, into a
lesser number of shares of Common Stock, then the Conversion Price for Series B
Preferred Stock in effect immediately prior to such event shall, concurrently
with the effectiveness of such event, be proportionately decreased or increased,
as appropriate. In the event that this Corporation shall declare or pay, without
consideration, any dividend on the Common Stock payable in any right to acquire
Common Stock for no consideration, then the Corporation shall be deemed to have
made a dividend payable in Common Stock in an amount of shares equal to the
maximum number of shares issuable upon exercise of such rights to acquire Common
Stock.

                  (f) Adjustments for Distributions or Dividends in Other
Capital Shares. In case the Corporation pays a dividend or makes a distribution
on its outstanding Common Stock in, or issues by reclassification of its Common
Stock (whether in a merger or consolidation or otherwise), any shares of its
Capital Shares other than Common Stock, the holder of any shares of Series B
Preferred Stock surrendered for conversion after the record date fixed by the
Board of Directors for such dividend, distribution or reclassification shall be
entitled to receive the aggregate number and kind of Capital Shares of the
Corporation that such holder would have been entitled to receive by virtue of
such dividend, distribution or reclassification if such shares of Series B
Preferred Stock had been converted immediately before such record date at the
Conversion Price then in effect; and the Conversion Price shall be deemed to
have been adjusted after such record date to apply to such aggregate number and
kind of shares. Such adjustment shall be made successively whenever any of the
events listed above shall occur.

                  (g) Adjustments for Reclassification and Reorganization. If
the Common Stock issuable upon conversion of the Series B Preferred Stock shall
be changed into the same or a different number of shares of any other class or
classes of stock, whether by capital reorganization, reclassification or
otherwise (other than a subdivision or combination of shares provided for in
Section 5(e) above), the Conversion Price then in effect shall, concurrently
with the effectiveness of such reorganization or reclassification, be
proportionately adjusted so that the Series B Preferred Stock shall be
convertible into, in lieu of the number of shares of Common Stock which the
holders would otherwise have been entitled to receive, a number of shares of
such other class or classes of stock equivalent to the number of shares of
Common Stock that would have been subject to receipt by the holders upon
conversion of the Series B Preferred Stock immediately before that change.

                  (h) Reorganizations, Mergers, Consolidations or Sales of
Assets. If at any time or from time to time after the Original Issue Date there
is a capital reorganization of the Common Stock (other than as defined in
Section 5(d), or as a recapitalization, subdivision, combination,
reclassification, exchange or substitution of shares provided for elsewhere in
this Article 5) as a part of such capital reorganization, provision shall be
made so that the Holders of the Series B Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series B Preferred Stock the number
of shares of stock or other securities or property of the Company to which a
holder of the number of shares of Common Stock deliverable upon conversion would
have been entitled on such capital reorganization, subject to adjustment in
respect of such stock or securities by the terms thereof. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Article 5 with respect to the rights of the Holders of Series B Preferred
Stock after the capital reorganization to the end that the provisions of this
Section 5(h) (including adjustment of the Conversion Price then in effect and
the number of shares issuable upon conversion of the Series B Preferred Stock)
shall be applicable after that event and be as nearly equivalent as practicable.

                  (i) Certificates as to Adjustments. Upon the occurrence of
each adjustment or readjustment of any Conversion Price pursuant to this Section
5, the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
Holder of Series B Preferred Stock a certificate executed by the Corporation's
President or Chief Financial Officer setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any Holder of Series B Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price at the time in effect, and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of the Series B Preferred
Stock.

                  (j) Notices of Record Date. In the event that the Corporation
shall propose at any time: (i) to declare any dividend or distribution upon its
Common Stock, whether in cash, property, stock or other securities, whether or
not a regular cash dividend and whether or not out of earnings or earned
surplus; (ii) to offer for subscription pro rata to the holders of any class or
series of its stock any additional shares of stock of any class or series or
other rights; (iii) to effect any reclassification or recapitalization of its
Common Stock outstanding involving a change in the Common Stock; or (iv) to
merge or consolidate with or into any other corporation, or sell, lease or
convey all or substantially all of its assets, or to liquidate, dissolve or wind
up; then, in connection with each such event, the Corporation shall send to the
Holders of Series B Preferred Stock:

                           (1)      at least twenty (20) days' prior  written
notice of the date on which a record shall be taken for such dividend,
distribution or subscription rights (and specifying the date on which the
holders of Common Stock shall be entitled thereto) or for determining rights to
vote, if any, in respect of the matters referred to in (iii) and (iv) above; and

                           (2)      in the case of the  matters  referred  to in
(iii) and (iv) above, at least twenty (20) days' prior written notice of the
date when the same shall take place (and specifying the date on which the
holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other properly deliverable upon the occurrence of such event).

                  (k) Issue Taxes. The Corporation shall pay any and all issue
and other taxes that may be payable in respect of any issue or delivery of
shares of Common Stock on conversion of Series B Preferred Stock pursuant
hereto; provided, however, that the Corporation shall not be obligated to pay
any transfer taxes resulting from any transfer requested by any Holder in
connection with any such conversion.

                  (l) Reservation of Stock Issuable Upon Conversion. The
Corporation 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 shares of the Series B Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series B 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 the
Series B Preferred Stock, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to this
Certificate.

                  (m) Fractional Shares. No fractional share shall be required
to be issued by the Corporation upon the conversion of any share or shares of
Series B Preferred Stock. All shares of Common Stock (including fractions
thereof) issuable upon conversion of more than one share of Series B Preferred
Stock by a holder thereof shall be aggregated for purposes of determining
whether the conversion would result in the issuance of any fractional share. If,
after the aforementioned aggregation, the conversion would result in the
issuance of a fraction of a share of Common Stock, the Corporation shall have
the option, in lieu of issuing any fractional share, to pay the holder otherwise
entitled to such fraction a sum in cash equal to the fair market value of such
fraction on the date of conversion (as determined in good faith by the Board of
Directors).

                  (n) Notices. Any notice required by the provisions of this
Article 5 to be given to the holders of shares of Series B Preferred Stock shall
be deemed given if deposited in the United States mail, postage prepaid, or if
sent by facsimile or delivered personally by hand or nationally recognized
courier and addressed to each holder of record at such holder's address or
facsimile number appearing in the records of the Corporation.

                  Section 5.2 No Impairment. This Corporation will not, by
amendment of its Certificate or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by this
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Article 5 and in the taking of all such actions as
may be necessary or appropriate in order to protect the conversion rights of the
holders of the Series B Preferred Stock against impairment.

                                    ARTICLE 6.
                                  VOTING RIGHTS

                  Section 6.1. Voting Rights. Each Holder of shares of the
Series B Preferred Stock shall be entitled to the number of votes equal to the
number of shares of Common Stock into which such shares of Series B Preferred
Stock could be converted and shall have voting rights and powers equal to the
voting rights and powers of the Common Stock (except for (i) the election of
directors, (ii) as otherwise expressly provided herein or (iii) as required by
law) voting together with the Common Stock as a single class, and shall be
entitled to notice of any stockholders' meeting in accordance with the Bylaws of
the Corporation. Fractional votes shall not, however, be permitted and any
fractional voting rights resulting from the above formula (after aggregating all
shares into which shares of Series B Preferred Stock held by each Holder could
be converted) shall be rounded to the nearest whole number (with one-half being
rounded upward).

                  Section 6.2.    Right to Elect One Director or Board Observer.

                  (a) Election of Director. The Board of Directors shall consist
of not more than five (5) members. The Holders of Series B Preferred Stock,
voting together as a class, shall be entitled to elect one (1) members of the
Board of Directors at each meeting of the holders of Common Stock or pursuant to
each consent of the holders of Common Stock for the election of directors. For
purposes of electing the director under this Section 6.2, the Holders of Series
B Preferred Stock shall have the right, upon ten (10) days prior written notice
to the Corporation, to cumulate the number of shares of Series B Preferred Stock
entitled to vote. In such event, the Corporation shall notify every other Holder
of Series B Preferred Stock of the election to cumulate votes. In case of any
vacancy in the office of a director occurring among the directors elected by the
Holders of the Series B Preferred Stock, the remaining director or directors so
elected by the Holders of the Series B Preferred Stock may, by affirmative vote
of a majority of said directors, elect a successor or successors to hold the
office for the remainder of the term of that director. Any director elected by
the Holders of Series B Preferred Stock as provided in this Section 6.2 may be
removed as a director, whether with or without cause, only by the affirmative
vote of the Holders of at least three-quarters of the Outstanding Series B
Preferred Stock.

                  (b) Observer Rights. Any Director elected by the Holders of
Series B Preferred Stock under Section 6.2(a) may decline such Board position
and, instead, elect to serve the remainder of the term as an ex officio member
of the Corporation's Board, which such member shall receive notices of, and
related materials for discussion at, and shall be entitled to attend and
participate in all meetings of, the Corporation's Board, as well as all meetings
of committees of the Corporation's Board, which notices and related materials
shall be delivered to such person at the same time and in the same manner as
such communications are given to members of the Corporation's Board. Such person
shall be reimbursed for the costs and expenses of his or her attendance at all
such meetings in the same manner and in the same amounts as are members of the
Corporation's Board, and such designee shall receive the same compensation for
attendance at meetings of the Company's Board of Directors, including Committee
meetings, as is received by the independent, non-employee members of the
Company's Board of Directors.

                  Section 6.3. Notice of Meeting of Stockholders.
Notwithstanding the above, the Corporation shall provide each Holder of Series B
Preferred Stock with prior notification of any meeting of the shareholders (and
copies of proxy materials and other information sent to shareholders). In the
event of any taking by the Corporation 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 (including by way of merger, consolidation or
recapitalization) any share of any class or any other securities or property, or
to receive any other right, or for the purpose of determining shareholders who
are entitled to vote in connection with any proposed liquidation, dissolution or
winding up of the Corporation, the Corporation shall mail a notice to each
Holder, at least thirty (30) days prior to the consummation of the transaction
or event, whichever is earlier), of the date on which any such action 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.

                  Section 6.4. Voting Rights under GBC. To the extent that under
the GBC the vote of the Holders of the Series B Preferred Stock, voting
separately as a class or series as applicable, is required to authorize a given
action of the Corporation, the affirmative vote or consent of the Holders of at
least three-quarters of the shares of the Series B Preferred Stock represented
at a duly held meeting at which a quorum thereof is present or by written
consent of at least three-quarters of the shares of Series B Preferred Stock
(except as otherwise may be required under the GBC) shall constitute the
approval of such action by the class. To the extent that under the GBC Holders
of the Series B Preferred Stock are entitled to vote on a matter with holders of
Common Stock, voting together as one class, each share of Series B Preferred
Stock shall be entitled to the number of votes as if the Series B Preferred
Stock had been converted in accordance with Section 5 immediately prior to the
record date. Holders of the Series B Preferred Stock shall be entitled to notice
of all shareholder meetings or written consents of shareholders of the
Corporation (and copies of proxy materials and other information sent to
shareholders) with respect to which they would be entitled to vote or consent,
which notice would be provided pursuant to the Corporation's bylaws and the GBC.

                                    ARTICLE 7.
                              PROTECTIVE PROVISIONS

                  Section 7.1. Protective Provisions. So long as shares of
Series B Preferred Stock are outstanding, the Corporation shall not, without
first obtaining the approval (by vote or written consent, as provided by the
GBC) of the Holders of at least three-quarters of the then Outstanding shares of
Series B Preferred Stock:

                  (a)      alter or change the rights, preferences or privileges
of the Series B Preferred Stock;

                  (b) create any new class or series of capital stock having a
preference over, or being Pari Passu Securities to, the Series B Preferred Stock
as to distribution of assets upon liquidation, dissolution or winding up of the
Corporation ("Senior Securities") or alter or change the rights, preferences or
privileges of any Senior Securities so as to affect adversely the Series B
Preferred Stock;

                  (c)      increase the authorized number of shares of Series B
Preferred Stock;

(d) redeem, purchase or otherwise acquire (or pay into or set aside for a
sinking fund for such purpose) any of the Common Stock, Junior Securities or
Pari Passu Securities.

                  (e) effect any sale, lease, assignment, transfer, or other
conveyance of all substantially all of the assets of the Corporation or any of
its subsidiaries, or any consolidation or merger involving the Corporation or
any of its subsidiaries, or the dissolution, liquidation, and winding up of the
Corporation.

                  In the event holders of at least three-quarters of the then
Outstanding shares of Series B Preferred Stock agree to allow the Corporation to
alter or change the rights, preferences or privileges of the shares of Series B
Preferred Stock, pursuant to subsection (a) above, so as to affect the Series B
Preferred Stock, then the Corporation will deliver notice of such approved
change to the Holders of the Series B 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) days to convert pursuant to the terms
of this Amendment as they exist prior to such alteration or change or continue
to hold their shares of Series B Preferred Stock.

                                    ARTICLE 8.
                                  MISCELLANEOUS

                  SECTION 8.1. Loss, Theft, Destruction of Preferred Stock.
Upon receipt of evidence satisfactory to the Corporation of the loss, theft,
destruction or mutilation of shares of Series B Preferred Stock and, in the case
of any such loss, theft or destruction, upon receipt of indemnity or security
reasonably satisfactory to the Corporation, or, in the case of any such
mutilation, upon surrender and cancellation of the Series B Preferred Stock, the
Corporation shall make, issue and deliver, in lieu of such lost, stolen,
destroyed or mutilated shares of Series B Preferred Stock, new shares of Series
B Preferred Stock of like tenor. The Series B Preferred Stock shall be held and
owned upon the express condition that the provisions of this Section 8.1 are
exclusive with respect to the replacement of mutilated, destroyed, lost or
stolen shares of Series B Preferred Stock and shall preclude any and all other
rights and remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.

                  SECTION 8.2. Register. The Corporation shall keep at its
principal office a register in which the Corporation shall provide for the
registration of the Series B Preferred Stock. Upon any transfer of the Series B
Preferred Stock in accordance with the provisions hereof, the Corporation shall
register such transfer on the Series B Preferred Stock register. The Corporation
may deem the person in whose name the Series B Preferred Stock shall be
registered upon the registry books of the Corporation to be, and may treat it
as, the absolute owner of the Series B Preferred Stock for the purpose of
receiving payment of dividends on the Series B Preferred Stock, for the
conversion of the Series B Preferred Stock and for all other purposes, and the
Corporation shall not be affected by any notice to the contrary. All such
payments and such conversions shall be valid and effective to satisfy and
discharge the liability upon the Series B Preferred Stock to the extent of the
sum or sums so paid or the conversion or conversions so made.

                  SECTION 8.3. Withholding. To the extent required by applicable
law, the Corporation may withhold amounts for or on account of any taxes imposed
or levied by or on behalf of any taxing authority in the United States having
jurisdiction over the Corporation from any payments made pursuant to the Series
B Preferred Stock.

                  SECTION 8.4.      Headings.  The  headings of the  Articles
and Sections of this Certificate are inserted for convenience only and do not
constitute a part of this Certificate.


                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed in its name and on its behalf by its Secretary and
attested to this 7th day of May, 2002.

                          SAVE ON ENERGY, INC.




                          By: /s/  Jeffrey Davis
                             -------------------
                                   Jeffrey Davis, Secretary


                          Attested:


                          By: /s/  Ricky Davis
                              ------------------
                                   Ricky Davis, Chief Financial Officer