CERTIFICATE OF DESIGNATION



                                    of



                   SERIES B CONVERTIBLE PREFERRED STOCK



                                    of



                       BIOPULSE INTERNATIONAL, INC.



               (Adopted pursuant to Section 78-1955 of the

                    General Corporation Law of Nevada)





          The undersigned hereby certifies that the Board of Directors of

BIOPULSE INTERNATIONAL, INC., a Nevada corporation (the "Company"), duly

adopted the following resolutions effective as of January 18, 2001:



          RESOLVED, a series of preferred stock of the Company is created

and the relative rights, preferences, and limitations of the shares of such

Series B are as follows:



I.   Designation and Amount.  The shares of such series of Preferred Stock

shall be designated as "Series B Convertible Preferred Stock" (the "Series

B Preferred Stock") and the number of the outstanding shares constituting

the Series B Preferred Stock shall be Three Thousand (3,000).  The Series B

Preferred Stock shall have a liquidation value (the "Liquidation Value") of

$1,000 per share.



II.  Dividends.



     A.   The holders of shares of Series B Preferred Stock shall be

entitled to receive dividends, out of any assets legally available therefor

prior to, and in preference to, any declaration or payment of any dividend

on the Common Stock of this Company, at a per share rate equal to seven

percent (7%) per annum of the amount of the Liquidation Value of the Series

B Preferred Stock, which is payable upon conversion (based upon a 360

calendar day year) as set forth below.  Dividends shall begin to accrue as

of the Issuance Date (as defined below).  Any dividends payable pursuant to

the provisions of this paragraph shall, at the Company's option, be payable

in cash, or unrestricted shares of Common Stock of the Company within five

Business Days (as defined below) of when due.  The number of shares of

Common Stock to be issued by the Company in lieu of a cash payment for

dividends due as set forth herein shall be equal to the number of shares of

Common Stock resulting from dividing the dollar amount of dividends owed by

the Conversion Price (as defined below) on such date as the dividends are

payable (if such date is not a Trading Day, then the next Trading Day (as

defined below) immediately thereafter).







                                    -1-



{PAGE}



     B.   Such dividends shall accrue on each share of Series B Preferred

Stock from the Issuance Date, and shall accrue from day to day whether or

not earned or declared.  Such dividends shall be cumulative so that if such

dividends in respect of any previous or current annual dividend period, at

the annual rate specified above, shall not have been paid or declared and a

sum sufficient for the payment thereof set apart, for all Series B

Preferred Stock at the time outstanding, the deficiency shall first be

fully paid before any dividend or other distribution shall be paid on or

declared or set apart for the Series B Preferred Stock, Common Stock or

other security of the Company subordinate in liquidation to the Series B

Preferred Stock.  Dividends on the Series B Preferred Stock shall be non-

participating and the holders of the Series B Preferred Stock shall not be

entitled to participate in any other dividends beyond the cumulative

dividends specified herein.



III. Liquidation, Dissolution or Winding Up.



     A.   In the event of any liquidation, dissolution or winding up of the

Company, whether voluntary or involuntary, and in preference to any

distribution of any assets of the Company to the holders of Common Stock,

holders of each share of Series B Preferred Stock shall be entitled to

receive out of the assets available for distribution to shareholders the

Liquidation Value per share of Series B Preferred Stock plus seven percent

(7%) per annum thereon from the Issuance Date (as defined below) to the

Trading Day (as defined below) immediately prior to such liquidation,

dissolution or winding up of the Company (the "Liquidation Amount").



     B.   Upon the completion of any required distribution to the holders

of the Series A Preferred Stock, if the assets of the Company available for

distribution to shareholders shall be insufficient to pay the holders of

shares of Series B Preferred Stock the full Liquidation Amount to which

they shall be entitled, then any such distribution of assets of the Company

shall be distributed ratably to the holders of shares of Series B Preferred

Stock.



     C.   After the payment of the Liquidation Amount shall have been made

in full to the holders of the Series B Preferred Stock or funds necessary

for such payment shall have been set aside by the Company in trust for the

account of holders of the Series B Preferred Stock so as to be available

for such payments, the holders of the Series B Preferred Stock shall be

entitled to no further participation in the distribution of the assets of

the Company, and the remaining assets of the Company legally available for

distribution to shareholders shall be distributed among the holders of

Common Stock and any other classes or series of Preferred Stock of the

Company in accordance with their respective terms.



IV.  Voting.  Holders of Series B Preferred Stock shall have no voting

rights except as expressly required by law or as expressly provided herein.



V.   Conversion of Series B Preferred Stock.  The holders of Series B

Preferred Stock shall have the right, at such holder's option, to convert

the Series B Preferred Stock into shares of Common Stock, on the following

terms and conditions:



                                    -2-



{PAGE}

     A.   Subject to the provisions of Section XI hereof, at any time or

times after the Issuance Date any holder of the Series B Preferred Stock

shall be entitled to convert any whole number of such holder's shares of

Series B Preferred Stock into that number of fully paid and nonassessable

shares of Common Stock, which is determined (per share of Series B

Preferred Stock) by dividing (x) $1,000, by (y) the Conversion Price (as

defined below) (the "Conversion Rate").



     B.   For purposes of this Certificate of Designation, the following

terms shall have the following meanings:



          A "Business Day" shall be any day other than a Saturday, Sunday,

national holiday or a day on which the New York Stock Exchange is closed.



          The "Closing Bid Price" shall mean, for any security as of any

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