CERTIFICATE OF CORRECTION
                                       OF
                          CERTIFICATE OF VOTING POWERS,
                            DESIGNATIONS, PREFERENCES
                         AND RIGHT TO PREFERRED STOCK OF
                            JAGUAR INVESTMENTS, INC.

                              (Pursuant to NRS 78)

          1.  The name of the corporation (hereinafter called the "corporation")
is  JAGUAR  INVESTMENTS,  INC.

          2.  The  Certificate  of  Voting  Powers, Designations, Preference and
Right to Preferred Stock, which was filed by the Secretary of State of Nevada on
March  11,  2003,  is  hereby  corrected.

3.     The  inaccuracy  to  be  corrected  in  said  instrument  is  as follows:

SERIES  Y  CONVERTIBLE  PREFERRED  STOCK
----------------------------------------

5.     Voting  Rights.  In addition to any voting rights provided under the laws
       --------------
of  the  State  of Nevada, the Series Y Preferred Stock shall vote together with
the  Common  Stock  on  all  actions  to  be voted on by the stockholders of the
Corporation.  Each  share  of  Series Y Preferred Stock shall entitle the record
holder thereof to 203 votes on each such action.  The record holders of Series Y
Preferred  Stock  shall  be  entitled  to notice of any stockholders' meeting in
accordance  with  the  By-laws  of  the  Corporation  and  applicable  law.

6.     Holder  Conversion  Rights.  The  holders of the Series Y Preferred Stock
       --------------------------
shall  have  the following rights with respect to the conversion of the Series Y
Preferred  Stock  into  shares  of  Common  Stock:

          A. General. Each share of Series Y Preferred Stock is convertible into
             -------
     1 share of Common Stock, subject to adjustment as provided hereinafter (the
     "Conversion  Ratio").

4.     The  portion  of  the  instrument  in  corrected  form  is  as  follows:

SERIES  Y  CONVERTIBLE  PREFERRED  STOCK
----------------------------------------

5.     Voting  Rights.  In addition to any voting rights provided under the laws
       --------------
of  the  State  of Nevada, the Series Y Preferred Stock shall vote together with
the  Common  Stock  on  all  actions  to  be voted on by the stockholders of the
Corporation.  Each  share  of  Series Y Preferred Stock shall entitle the record
holder thereof to 200 votes on each such action.  The record holders of Series Y
Preferred  Stock  shall  be  entitled  to notice of any stockholders' meeting in
accordance  with  the  By-laws  of  the  Corporation  and  applicable  law.



6.     Holder  Conversion  Rights.  The  holders of the Series Y Preferred Stock
       --------------------------
shall  have  the following rights with respect to the conversion of the Series Y
Preferred  Stock  into  shares  of  Common  Stock:

          A. General. Each share of Series Y Preferred Stock is convertible into
             -------
     2.66065  shares  of  Common  Stock,  subject  to  adjustment  as  provided
     hereinafter  (the  "Conversion  Ratio").

     IN  WITNESS  WHEREOF,  said Corporation has caused its corporate seal to be
hereunto  affixed  and  this  Certificate  of  Correction  to  be  signed by its
president  and  its  Secretary  this       day  of            ,  2003.
                                    -------        -----------

                                     JAGUAR  INVESTMENTS,  INC.


                                     By: /s/ Doug Gass
                                        ---------------------------------------
                                        Doug  Gass,  President  and  Secretary