Exhibit

                 SERIES B: 4% DIVIDEND BEARING PREFERRED STOCK

        CERTIFICATE SETTING FORTH RESOLUTIONS BY THE BOARD OF DIRECTORS

                   BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.


(Pursuant to the Nevada Corporation Code)

We, the undersigned, as the President and Secretary of BioProgress Technology
International, Inc.. a Nevada corporation, the Articles of Incorporation of
which are on file in the office of the Secretary of State for the State of
Nevada DO EACH HEREBY CERTIFY AND VERIFY: that the Board of Directors of
BioProgress Technology International, Inc., in accordance with said articles and
pursuant to the laws of the State of Nevada, duly adopted on July 20, 1999, the
preambles arid resolutions attached hereto.

IN WITNESS WHEREOF: We have set our hands and the corporate seal this 20th day
of July 1999.

BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.


By: /s/ Barry J. Muncaster
--------------------------
Barry J. Muncaster, President                        [SEAL]

Attest: /s/ James T.C. Longley
------------------------------
James T.C. Longley, Secretary

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                  UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING

       BOARD OF DIRECTORS FOR BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.
                                (July 20, 1999)


Pursuant to the provisions of the Nevada Corporation Code- which provide that
action required or permitted by said code to be taken at a meeting of the board
of directors of a corporation may be taken without a meeting with the same force
and effect as a unanimous vote of said board if the action is (I) evidenced by
one or more written consents describing the action taken, (ii) signed by each
director and (iii) delivered to the secretary of the corporation for filing with
the corporate records-the undersigned, being die sole members of the board of
directors of BioProgress Technology International. Inc., (the Board of Directors
and the Company respectively), do hereby waive any and all notice which may be
required to be given with respect to a meeting of the Board of Directors and do
hereby take, ratify, confirm and approve the following action this 20th day of
July, 1999.

WHEREAS, the Company has been presented with an opportunity to sell shares of
equity in the form of preferred stock for the purpose of raising capital for its
business: WHEREAS, the Articles of Incorporation governing the Company (Articles
of Incorporation) permit the issuance of preferred shares in series with such
designations, preferences and relative participating option or oilier rights and
qualifications, limitations and restrictions as may be fixed by the Board of
Directors, including, without limitation: 1. the rate of dividends and
redemption and conversion prices, all of which are to be determined after giving
consideration to die financial and general condition of the Company and to the
condition of the securities markets, if any, existing at the time of issuance;
and WHEREAS, the directors deem it advisable to establish and issue a new series
of preferred stock at this time to accomplish the aforesaid purpose and have
carefully investigated the financial and general condition of the Company and
the relation of the condition of the Company to the condition of the securities
markets, and have determined that it is in the best interests of the Company to
establish a new series of preferred stock to be denominated Series B: 4%
Dividend Bearing, Redeemable, Convertible Preferred Stock" with the attributes
set forth in this resolution:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby authorizes
the Company to issue Three Million, Seven Hundred Fifty Thousand (3,750,000)
shares of its Series B: 4% Dividend Bearing. Redeemable, Convertible Preferred
Stock at a price of $2 .50 per share, which series shall have the following
features: (a) Dividends - the series shall pay a dividend of 4% per annum
computed, but not accrued, quarterly in arrears, to be declared and paid when
and only when the Board of Directors deems such to be in the best interests of
the Company; (b) Conversion - the series shall be convertible at the sole
election of the holder into common shares of the Company on the basis of (1) one
preferred for two and one-half (2 1/2) common shares on or before December 31,
2000, one (1) preferred for one (1) Common share after December 31, 2000, and on
or before December 31, 2001, and one (1) preferred for one-half (1/2) common
share after December 31, 2001 and on or before December 31, 2002, after which
all conversion rights expire; (c) Redemption - the Company may at its sole
election redeem on 30 days' prior, written notice all or any portion of the
preferred by paying the sum of $3.13 per share on or before December 31, 2000,
$3.91 per share after December 31, 2000, and on or before December 31, 2001, and
$4.88 after December 31, 2001 and on or before December 31, 2002, and the
Company shall redeem all preferred shares remaining outstanding after March 31,
2003, through the payment of $5.19 per share: (d) Liquidation Preference - the
holders of the series shall not be entitled to a liquidation preference over any
existing or subsequently established class or series of outstanding stock of the

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Company; (e) Sinking Fund - the holders of this series shall not be entitled to
the establishment of any sinking fund for the purpose or retiring the shares of
the series or for any other purpose; (f) Voting Rights - the series shall have
no voting rights other than those provided under Nevada law; (g) Additional
Provision - the series shall be issued, upon compliance with the laws of the
State of Nevada, in accordance with those terms set forth on Exhibit A hereto,
which is specifically incorporated herein by this reference and adopted as the
act of the Company; RESOLVED FURTHER that the President and the Secretary are
hereby authorized and directed to cause to be filed under corporate seal such
certificates as shall be requisite to the end that the stock shall be issued and
delivered as aforesaid; and RESOLVED FINALLY that the President be, and he
hereby is, authorized to (i) effectuate, to the extent necessary and
appropriate, those actions taken hereby, (ii) issue a certificate or
certificates for the shares, (iii) prepare a form of certificate for the shares
in accordance with the above resolutions and (iv) provide for filing all
necessary documentation with the Secretary of State for the State of Nevada,
applicable state securities authorities and the United States Securities and
Exchange Commission.

IN  WITNESS  WHEREOF,  the  undersigned,  being the sole  member of the Board of
Directors,  have  hereunto  set  their  hands  effective  as of the  date  first
specified above.


/s/ Barry J. Muncaster
----------------------
Barry J. Muncaster, on behalf of the Board

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                                   EXHIBIT A

    SERIES B: 4% DIVIDEND, REDEEMABLE, CONVERTIBLE PREFERRED STOCK PROVISIONS


The Series B: 4% Dividend, Redeemable, Convertible Preferred Stock (Preferred
Stock or Series A Preferred Stock) shall consist of one (1) series of Three
Million Seven Hundred Fifty Thousand (3,750,000) shares of the preferred stock
of BioProgress Technology International, Inc., (Company), with each share to be
identical to every other in all respects.

The following sets forth the provisions of the Series A Preferred Stock.

Part 1: Dividends: The holders of the issued and outstanding Preferred Stock
shall be entitled to receive quarterly in arrears, as and when declared by the
Board of Directors, dividends amounting to 4% of the subscription amount of
$2.50 on the Preferred Stock. If a dividend is not paid, it shall accrue but not
be compounded into the stated value of the Preferred Stock. Dividends shall
accrue, while the series is outstanding, on March 31, June 30, September 30 and
December 31,

Part 2: Conversion: The Preferred Stock shall be convertible, in whole or in
part, at any time and from time to time at the sole election of the holder into
common shares of the Company as follows: (1) one (1) preferred for two and
one-half (2 1/2) common shares on or before December 31, 2000, (2) one (1)
preferred for one (1) common share after December 31, 2000, and on or before
December 31, 2001, and (3) one (1) preferred for one-half (1/2) common share
after December 31, 2001 and on or before December 31, 2002. All conversion
rights of the holder(s) expire after December 31, 2002. Notice shall be given to
the Company by each electing holder to the Company at least 10, but no more than
30, days prior to electing to convert. The certificate evidencing the shares to
be convened shall accompany the notice.

Part 3: Redemption: The Company may at its sole election redeem on 30 days'
prior, written notice all or any portion of the Preferred Stock by paying the
sum of (1) $3.13 per share on or before December 31, 2000, (2) $3.91 per share
after December 31, 2000, and on or before December 31, 2001, and (3) $4.88 after
December 31, 2001 and on or before December 31, 2002. The Company may redeem all
or any part of the Preferred Stock from time to time and at any time as
aforesaid. The Company shall redeem all shares of Preferred Stock which remain
outstanding after March 31, 2003, through the payment of $5.19 per share.

Part 4: Liquidation: The Preferred Stock shall not entitled to preferential
liquidation rights over any other class or series of stock previously or which
may subsequently be issued by the Company.

Part 5: Sinking Fund: The Preferred Stock shall not be entitled to the
establishment of any sinking fund for any purpose.

Part 6: Voting Rights: The Preferred Stock shall have no voting rights.

Part 7: Additional Provisions: The Preferred Stock may not be subordinated in
any respect to the terms and provisions of the Common Stock and to the terms and
provisions of any other series of the outstanding preferred stock of the Company
which may be issued and become outstanding subsequent to the Preferred Stock.