**CERTIFICATE
      OF DESIGNATION**




**OF**




**SERIES
      B PREFERRED STOCK**




**OF**




**iCURIE,
      INC** **.**




**(Pursuant
      to Section 78.1955 of the**


**General
      Corporation Law of the State of Nevada)**




**FIRST:**  Of
      the
      100,000,000 shares of Preferred Stock authorized to be issued by the
      Corporation, 30,000,000 have previously been designated Series A Preferred
      Stock.




**SECOND** :  Of
      the
      remaining 70,000,000 shares of Preferred Stock authorized to be issued by the
      Corporation, 7,000,000 shares are hereby designated as “Series B Preferred
      Stock.” The rights, qualifications, limitations, preferences, privileges and
      restrictions granted to and imposed upon the Series B Preferred Stock are as
      set
      forth below (capitalized terms not otherwise defined in this Certificate of
      Designation shall have the meanings ascribed to them in the Corporation’s
      Amended and Restated Articles of Incorporation).




1.  **Rank** .
      The
      Series B Preferred Stock shall, with respect to rights of liquidation, winding
      up and dissolution, rank senior to the Common Stock and junior to the Series
      A
      Preferred Stock.




2.  **Dividends** .
      In the
      event any dividend or other distribution payable in cash or other property
      is
      declared on the Common Stock, each holder of Series B Preferred Stock on the
      record date for such dividend or distribution shall be entitled to receive
      on
      the date of payment or distribution of such dividend or other distribution
      the
      same cash or other property which such holder would have received on such record
      date if such holder were the holder of record of the number (including any
      fraction) of shares of Common Stock into which the shares of Series B Preferred
      Stock then held by such holder are then convertible.




3.  **Participation
      Rights** .




(a)  The
      term
“Sale Event” shall mean the merger or consolidation of the Corporation with or
      into another corporation (except if the Corporation is the surviving entity)
      or
      other similar transaction or series of related transactions in which fifty
      percent (50%) or more of the voting power of the stockholders of the Corporation
      is sold, transferred or otherwise disposed, or all or substantially all of
      the
      assets of the Corporation are sold, transferred or otherwise disposed of, to
      any
      one or more entities in
      which
      the stockholders of the Corporation immediately prior to such transaction do
      not
      own a majority of the voting power of each such entity immediately following
      such transaction; provided that an event described above shall not be treated
      as
      a Sale Event if a majority in interest of holders of the Series B Preferred
      Stock elect not to treat such event as a Sale Event .







(b)  The
      term
“Liquidation Event” shall mean any voluntary or involuntary liquidation,
      dissolution or winding up of the Corporation ;
      provided that an event described above shall not be treated as a Liquidation
      Event if a majority in interest of holders of the Series B Preferred Stock
      elect
      not to treat such event as a Liquidation Event .




(c)  Upon
      the
      occurrence of a Sale Event or Liquidation Event, before any distribution of
      assets shall be made to the holders of Common Stock or any other capital stock
      of the Corporation other than the Series A Preferred Stock, the holder of each share of Series B Preferred Stock then
      outstanding shall be entitled to be paid out of the assets of the Corporation
      available for distribution to its stockholders (the “Available Assets”) an
      amount equal to the Original Issue Price plus all accrued but unpaid dividends
      due and payable on such share up to the date of distribution of the assets
      of
      the Corporation (the “Liquidation Preference”).




(d)  After
      payment of the Liquidation Preference for a Sale Event, the assets of the
      Corporation legally available for distribution (or the consideration received
      in
      such transaction), if any, shall be distributed ratably to the holders of the
      Common Stock (excluding the Series A Preferred and Series B Preferred
      shareholders who have not converted).




(e)  After
      payment of the Liquidation Preference for a Liquidation Event, the assets of
      the
      Corporation legally available for distribution (or the consideration received
      in
      such transaction), if any, shall be distributed ratably to the holders of the
      Common Stock, the Series A Preferred Shares, and the Series B Preferred Shares
      (with the Series A Preferred and Series B Preferred shareholders participating
      on a common equivalent basis).




(f)  If,
      upon
      the occurrence of any Sale Event or Liquidation Event, the Available Assets
      shall be insufficient to pay the holders of shares of Series B Preferred Stock
      the full Liquidation Preference, the holders of shares of Series B Preferred
      Stock shall receive the entire remaining assets and funds of the Corporation
      legally available for distribution in proportion to the respective amounts
      which
      would otherwise be payable in respect of the shares held by them upon such
      distribution if all amounts payable on or with respect to such shares were
      paid
      in full. The amount deemed distributed for purposes of determining the
      Liquidation Preference from the holders of shares of Series B Preferred Stock
      upon any such transaction deemed to be a Liquidation Event shall be the cash
      or
      the value of the property rights or securities distributed to such holders
      by
      the acquiring person, firm or entity. The value of such property, rights or
      other securities shall be determined in good faith by the Board of
      Directors.




(g)  Written
      notice of the occurrence of a Sale Event or Liquidation Event, stating a payment
      date, the Liquidation Amount and the place where said Liquidation Amount shall
      be payable, shall be delivered in person or by nationally recognized overnight
      courier not less than seven calendar days prior to the payment date stated
      therein, to the holders of record of the Series B Preferred Stock, such notice
      to be addressed to each such holder at its address as shown in the records
      of
      the Corporation.




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4.  **Conversion** .




(a)  **Terms
      of Conversion** .




(i)  **Optional
      Conversion** .
      The
      holder of each share of Series B Preferred Stock shall have the right (the
      “Conversion Right”), at such holder’s option, to convert such share at any time,
      without cost and otherwise on the terms of this Section 4, into the number
      of
      fully paid and non-assessable shares of Common Stock that results from dividing
      the Conversion Price into the Original Issue Price plus any accrued and unpaid
      dividends. The initial Conversion Price is $1.00 for the Series B Preferred
      Stock, resulting in an initial conversion ratio of 1:1. The Conversion Price
      of
      each share of Series B Preferred Stock shall be subject to adjustment from
      time
      to time as provided in this Section 4.




(ii)  **Mandatory
      Conversion** .
      Each
      share of Series B Preferred Stock shall be automatically converted, without
      cost, on the terms of this Section 4, into the number of shares of Common Stock
      into which such share of Series B Preferred Stock would be convertible under
      Section 4(a)(i) upon the first to occur of the following (each a “Conversion
      Event”): (A) the holders of at least a majority of the outstanding shares of
      Series B Preferred Stock consent to such conversion; (B) all shares of
      outstanding Series A Preferred Stock have converted to Common Stock in
      accordance with the terms of the Series A Preferred Stock, (C) the Corporation
      shall have issued equity securities of the Corporation or any subsidiary for
      total, aggregate consideration of $15 million subsequent to December 16, 2005
      (the “Original Issue Date”), at a per share price equal to three (3) times the
      then current Conversion Price of the Series B Preferred Stock or (D) the
      Corporation’s Common Stock trades or is quoted on an exchange or over the
      counter quotation service at a price per share equal to three (3) times the
      then
      current Conversion Price of the Series B Preferred Stock for twenty (20)
      consecutive trading days and such shares are traded at an average daily dollar
      volume of $250,000 (average share price times the average volume) during the
      same twenty (20) day trading period and the shares of Common Stock are
      registered for resale at the time of conversion under an effective registration
      statement.




(b)  **Mechanics
      of Conversion** .




(i)  **Optional
      Conversion** .
      A
      holder of any share of Series B Preferred Stock may exercise the Conversion
      Right of such share by surrendering the certificate therefor, duly endorsed,
      at
      the office of the Corporation or of any transfer agent for Series B Preferred
      Stock, together with a written notice to the Corporation which shall
      state:




(A)  that
      such
      holder elects to convert the same,




(B)  the
      number of shares of Series B Preferred Stock being converted, and




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(C)  the
      name
      or names in which such holder wishes the certificate or certificates for shares
      of Common Stock to be issued.




Thereupon
      the Corporation or its duly authorized transfer or other agent shall promptly
      issue and deliver to the holder of such shares, or to the nominee or nominees
      of
      such holder, a certificate or certificates for the number of shares of Common
      Stock to which such holder shall be entitled. If the certificate evidencing
      Series B Preferred Stock being converted shall also evidence shares of Series
      B
      Preferred Stock not being converted, then the Corporation shall also deliver
      to
      the holder of such certificate, or to the nominee or nominees of such holder,
      a
      new stock certificate evidencing Series B Preferred Stock not
      converted.




(ii)  **Mandatory
      Conversion** .
      The
      Corporation shall give written notice to each holder of a share of Series B
      Preferred Stock not more than forty (40) nor less than ten (10) days before
      the
      anticipated effective date of a Conversion Event. Following the conversion
      of
      such shares, each holder of shares so converted may surrender the certificate
      therefor at the office of the Corporation or any transfer agent for the Series
      B
      Preferred Stock. Upon such surrender, the Corporation shall issue and deliver
      to
      each holder, or to the nominee or nominees of such holder, a certificate or
      certificates for the number of shares of Common Stock to which such holder
      is
      entitled. Any dividends or distributions unpaid but accrued at the time of
      conversion with respect to a share of Series B Preferred Stock so converted
      shall be payable, when declared, ratably to the holders of the Common Stock
      issued upon such conversion.




(c)  **Effective
      Date** .




(i)  **Optional
      Conversion** .
      The
      conversion of any shares of Series B Preferred Stock shall be deemed to have
      been made immediately prior to the close of business on the date that the shares
      to be converted are surrendered to the corporation or transfer agent together
      with the notice required by Section 4(b)(i), 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.




(ii)  **Mandatory
      Conversion** .
      The
      conversion of shares of Series B Preferred Stock shall take place upon the
      occurrence of a Conversion Event, whether or not the certificates representing
      such shares of Series B Preferred Stock shall have been surrendered or new
      certificates representing the shares of Common Stock into which such shares
      have
      been converted shall have been issued.




(d)  **Adjustment
      of Conversion Price** .




(i)  **Special
      Definitions** .
      For
      purposes of this Section 4, the following definitions shall apply:




4


(A)  “ Option ”
shall
      mean rights, options or warrants to subscribe for, purchase or otherwise acquire
      Common Stock or Convertible Securities.




(B)  “ Convertible
      Securities ”
shall
      mean any evidences of indebtedness, shares or other securities directly or
      indirectly convertible into or exchangeable for Common Stock, but excluding
      Options.




(C)  “ Additional
      Shares of Common Stock ”
shall
      mean all shares of Common Stock issued (or, pursuant to Subsection 4(d)(iii)
      below, deemed to be issued) by the Corporation after the Original Issue Date,
      other than the following (“Exempted Securities”):




(I)  shares
      of
      Common Stock issued or deemed issued as a dividend or distribution on Series
      B
      Preferred Stock;




(II)  shares
      of
      Common Stock issued or issuable by reason of a dividend, stock split, split-up
      or other distribution on shares of Common Stock that is covered by Subsection
      4(e) or 4(f) below;




(III)  up
      to
      10,000,000 shares of Common Stock issued or deemed issued to employees or
      directors of, or consultants to, the Corporation or any of its subsidiaries
      pursuant to a plan, agreement or arrangement approved by the Board of Directors
      of the Corporation;




(IV)  shares
      of
      Common Stock or Convertible Securities actually issued upon the exercise of
      Options or shares of Common Stock actually issued upon the conversion or
      exchange of Convertible Securities, in each case provided such issuance is
      pursuant to the terms of such Option or Convertible Security; or




(V)  up
      to
      200,000 shares of Common Stock issued or issuable to banks, equipment lessors
      or
      other financial institutions, or to real property lessors, pursuant to a debt
      financing, equipment leasing or real property leasing transaction approved
      by
      the Board of Directors of the Corporation.




(ii)  **No
      Adjustment of Conversion Price** .
      No
      adjustment in the Conversion Price shall be made as the result of the issuance
      of Additional Shares of Common Stock if: (a) the consideration per share
      (determined pursuant to Subsection 4(d)(v)) for such Additional Share of Common
      Stock issued or deemed to be issued by the Corporation is equal to or greater
      than the applicable Conversion Price in effect immediately prior to the issuance
      or deemed issuance of such Additional Shares of Common Stock, or (b) prior
      to
      such issuance or deemed issuance, the Corporation receives written notice from
      the holders of at least a majority of the then outstanding shares of Series
      B
      Preferred Stock agreeing that no such adjustment shall be made as the result
      of
      the issuance or deemed issuance of such Additional Shares of Common
      Stock.




5


(iii)  **Deemed
      Issue of Additional Shares of Common Stock** .




(A)  If
      the
      Corporation at any time or from time to time after the Original Issue Date
      shall
      issue any Options or Convertible Securities (excluding Options or Convertible
      Securities which, upon exercise, conversion or exchange thereof, would entitle
      the holder thereof to receive Exempted Securities pursuant to Section
      4(d)(i)(C)(III) above) or shall fix a record date for the determination of
      holders of any class of securities entitled to receive any such Options or
      Convertible Securities, then the maximum number of shares of Common Stock (as
      set forth in the instrument relating thereto, assuming the satisfaction of
      any
      conditions to exercisability, convertibility or exchangeability but without
      regard to any provision contained therein for a subsequent adjustment of such
      number) issuable upon the exercise of such Options or, in the case of
      Convertible Securities and Options therefor, the conversion or exchange of
      such
      Convertible Securities, 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.




(B)  If
      the
      terms of any Option or Convertible Security, the issuance of which resulted
      in
      an adjustment to the Conversion Price pursuant to the terms of Subsection
      4(d)(iv) below, are revised (either automatically pursuant to the provisions
      contained therein or as a result of an amendment to such terms) to provide
      for
      either (1) any increase or decrease in the number of shares of Common Stock
      issuable upon the exercise, conversion or exchange of any such Option or
      Convertible Security or (2) any increase or decrease in the consideration
      payable to the Corporation upon such exercise, conversion or exchange, then,
      effective upon such increase or decrease becoming effective, the Conversion
      Price computed upon the original issue of such Option or Convertible Security
      (or upon the occurrence of a record date with respect thereto) shall be
      readjusted to such Conversion Price as would have obtained had such revised
      terms been in effect upon the original date of issuance of such Option or
      Convertible Security. Notwithstanding the foregoing, no adjustment pursuant
      to
      this clause (B) shall have the effect of increasing the Conversion Price to
      an
      amount which exceeds the lower of (i) the Conversion Price on the original
      adjustment date, or (ii) the Conversion Price that would have resulted from
      any
      issuances of Additional Shares of Common Stock between the original adjustment
      date and such readjustment date.




6


(C)  If
      the
      terms of any Option or Convertible Security (excluding Options or Convertible
      Securities which, upon exercise, conversion or exchange thereof, would entitle
      the holder thereof to receive Exempted Securities pursuant to Section
      4(d)(i)(C)(III) above), the issuance of which did not result in an adjustment
      to
      the Conversion Price pursuant to the terms of Subsection 4(d)(iv) below (either
      because the consideration per share (determined pursuant to Subsection 4(d)(v)
      hereof) of the Additional Shares of Common Stock subject thereto was equal
      to or
      greater than the Conversion Price then in effect, or because such Option or
      Convertible Security was issued before the Original Issue Date), are revised
      after the Original Issue Date (either automatically pursuant to the provisions
      contained therein or as a result of an amendment to such terms) to provide
      for
      either (1) any increase or decrease in the number of shares of Common Stock
      issuable upon the exercise, conversion or exchange of any such Option or
      Convertible Security or (2) any increase or decrease in the consideration
      payable to the Corporation upon such exercise, conversion or exchange, then
      such
      Option or Convertible Security, as so amended, and the Additional Shares of
      Common Stock subject thereto (determined in the manner provided in Subsection
      4(d)(iii)(A) above) shall be deemed to have been issued effective upon such
      increase or decrease becoming effective.




(D)  Upon
      the
      expiration or termination of any unexercised Option or unconverted or
      unexchanged Convertible Security which resulted (either upon its original
      issuance or upon a revision of its terms) in an adjustment to the Conversion
      Price pursuant to the terms of Subsection 4(d)(iv) below, the Conversion Price
      shall be readjusted to such Conversion Price as would have obtained had such
      Option or Convertible Security never been issued.




(iv)  **Adjustment
      of Conversion Price Upon Issuance of Additional Shares of Common
      Stock** .
      In the
      event the Corporation shall at any time after the Original Issue Date issue
      Additional Shares of Common Stock (including Additional Shares of Common Stock
      deemed to be issued pursuant to Subsection 4(d)(iii)), without consideration
      or
      for a consideration per share less than the applicable Conversion Price in
      effect immediately prior to such issue, then the Conversion Price shall be
      reduced, concurrently with such issue, to a price (calculated to the nearest)
      determined in accordance with the following formula:




CP 2 =
      CP 1 * (A +
      B)  ̧ (A +
      C)




For
      purposes of the foregoing formula, the following definitions shall apply:




(A)  CP 2 shall
      mean the Conversion Price in effect immediately after such issue of Additional
      Shares of Common Stock




(B)  CP 1 shall
      mean the Conversion Price in effect immediately prior to such issue of
      Additional Shares of Common Stock;




7


(C)  “A”
shall
      mean the number of shares of Common Stock outstanding immediately prior to
      such
      issue of Additional Shares of Common Stock (treating for this purpose as
      outstanding all shares of Common Stock issuable upon exercise of Options
      outstanding immediately prior to such issue or upon conversion of Convertible
      Securities (including the Series B Preferred Stock) outstanding immediately
      prior to such issue);




(D)  “B”
shall
      mean the number of shares of Common Stock that would have been issued if such
      Additional Shares of Common Stock had been issued at a price per share equal
      to
      CP 1 (determined by dividing the aggregate consideration received by the Corporation
      in respect of such issue by CP 1 );
      and




(E)  “C”
shall
      mean the number of such Additional Shares of Common Stock issued in such
      transaction.




(v)  **Determination
      of Consideration** .
      For
      purposes of this Subsection 4(d), the consideration received by the
      Corporation for the issue of any Additional Shares of Common Stock shall be
      computed as follows:




(A)  **Cash
      and Property** :
      Such
      consideration shall:




(I)  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;




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




(III)  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 (1) and (2) above, as determined in good faith by the Board of
      Directors of the Corporation.




(B)  **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 Subsection 4(d)(iii),
      relating to Options and Convertible Securities, shall be determined by
      dividing




(I)  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 for a subsequent
      adjustment of such consideration) 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, the exercise of such Options
      for Convertible Securities and the conversion or exchange of such Convertible
      Securities, by




8


(II)  the
      maximum number of shares of Common Stock (as set forth in the instruments
      relating thereto, without regard to any provision contained therein for a
      subsequent adjustment of such number) issuable upon the exercise of such Options
      or the conversion or exchange of such Convertible Securities.




(vi)  **Multiple
      Closing Dates** .
      In the
      event the Corporation shall issue on more than one date Additional Shares of
      Common Stock that are a part of one transaction or a series of related
      transactions and that would result in an adjustment to the Conversion Price
      pursuant to the terms of Subsection 4(d)(iv) above, and such issuance dates
      occur within a period of no more than ninety (90) days from the first such
      issuance to the final such issuance, then, upon the final such issuance, the
      Conversion Price shall be readjusted to give effect to all such issuances as
      if
      they occurred on the date of the first such issuance (and without additional
      giving effect to any adjustments as a result of any subsequent issuances within
      such period).




(e)  **Adjustment
      for Stock Splits and Combinations** .
      If the
      Corporation shall at any time or from time to time after the Original Issue
      Date
      effect a subdivision of the outstanding Common Stock without a comparable
      subdivision of the Series B Preferred Stock or combine the outstanding shares
      of
      Series B Preferred Stock without a comparable combination of the Common Stock,
      the Conversion Price in effect immediately before that subdivision or
      combination shall be proportionately decreased so that the number of shares
      of
      Common Stock issuable on conversion of each share of such series shall be
      increased in proportion to such increase in the aggregate number of shares
      of
      Common Stock outstanding. If the Corporation shall at any time or from time
      to
      time after the Original Issue Date combine the outstanding shares of Common
      Stock without a comparable combination of the Series B Preferred Stock or effect
      a subdivision of the outstanding shares of Series B Preferred Stock without
      a
      comparable subdivision of the Common Stock, the Conversion Price in effect
      immediately before the combination or subdivision shall be proportionately
      increased so that the number of shares of Common Stock issuable on conversion
      of
      each share of such series shall be decreased in proportion to such decrease
      in
      the aggregate number of shares of Common Stock outstanding. Any adjustment
      under
      this subsection shall become effective at the close of business on the date
      the
      subdivision or combination becomes effective.




9


(f)  **Adjustment
      for Certain Dividends and Distributions** .
      In the
      event the Corporation at any time, or from time to time after the Original
      Issue
      Date shall make or issue, or fix a record date for the determination of holders
      of Common Stock entitled to receive, a dividend or other distribution payable
      on
      the Common Stock in additional shares of Common Stock, then and in each such
      event the Conversion Price in effect immediately before such event shall be
      decreased as of the time of such issuance or, in the event such a record date
      shall have been fixed, as of the close of business on such record date, by
      multiplying the Conversion Price then in effect by a fraction:




(1)  the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date, and




(2)  the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution;




provided,
      however, that if such record date shall have been fixed and such dividend is
      not
      fully paid or if such distribution is not fully made on the date fixed therefor,
      the Conversion Price shall be recomputed accordingly as of the close of business
      on such record date and thereafter the Conversion Price shall be adjusted
      pursuant to this subsection as of the time of actual payment of such dividends
      or distributions; and provided further, however, that no such adjustment shall
      be made if the holders of Series B Preferred Stock simultaneously receive (i)
      a
      dividend or other distribution of shares of Common Stock, registered for resale
      under an effective registration statement at the time such dividend is paid
      or
      such distribution is made, in a number equal to the number of shares of Common
      Stock as they would have received if all outstanding shares of Series B
      Preferred Stock had been converted into Common Stock on the date of such event
      or (ii) a dividend or other distribution of shares of Series B Preferred Stock
      (A) which are convertible, as of the date of such event, into such number of
      shares of Common Stock as is equal to the number of additional shares of Common
      Stock being issued with respect to each share of Common Stock in such dividend
      or distribution, and (B) where the Common Stock into which such Series B
      Preferred Stock is convertible is registered for resale under an effective
      registration statement at the time such dividend is paid or such distribution
      is
      made.




(g)  **Adjustment
      for Merger or Reorganization, etc** .
      Subject
      to the provisions of Section 3, if there shall occur any reorganization,
      recapitalization, reclassification, consolidation or merger involving the
      Corporation, or sale or other transfer of all or substantially all of the assets
      of the Corporation, in which the Common Stock (but not the Series B Preferred
      Stock) is converted into or exchanged for securities, cash or other property
      (other than a transaction covered by Subsections (e) or (f) of this Section
      4),
      then, following any such reorganization, recapitalization, reclassification,
      consolidation, merger, or sale, each share of Series B Preferred Stock shall
      thereafter be convertible in lieu of the Common Stock into which it was
      convertible prior to such event into the kind and amount of securities, cash
      or
      other property which a holder of the number of shares of Common Stock of the
      Corporation issuable upon conversion of one share of Series B Preferred Stock
      immediately prior to such reorganization, recapitalization, reclassification,
      consolidation, merger, or sale, would have been entitled to receive pursuant
      to
      such transaction; and, in such case, appropriate adjustment (as determined
      in
      good faith by the Board of Directors of the Corporation) shall be made in the
      application of the provisions in this Section 4 with respect to the rights
      and
      interests thereafter of the holders of the Series B Preferred Stock, to the
      end
      that the provisions set forth in this Section 4 (including provisions with
      respect to changes in and other adjustments of the Conversion Price) shall
      thereafter be applicable, as nearly as reasonably may be, in relation to any
      securities or other property thereafter deliverable upon the conversion of
      the
      Series B Preferred Stock. The Corporation will not merge or consolidate with
      or
      into any other corporation, or sell or otherwise transfer its property, assets
      and business substantially as an entirety to another corporation, unless the
      corporation resulting from such merger or consolidation (if not the
      Corporation), or such transferee corporation, as the case may be, shall
      expressly assume in writing the due and punctual performance and observance
      of
      each and every covenant and condition of these Amended and Restated Articles
      of
      Incorporation to be performed and observed by the Corporation.




10


(h)  **Certificate
      as to Adjustments** .
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price
      pursuant to this Section 4, the Corporation at its expense shall, as promptly
      as
      reasonably practicable but in any event not later than ten (10) days thereafter,
      compute such adjustment or readjustment in accordance with the terms hereof
      and
      furnish to each holder of Series B Preferred Stock a certificate setting forth
      such adjustment or readjustment (including the kind and amount of securities,
      cash or other property into which the Series B Preferred Stock is convertible)
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based. The Corporation shall, as promptly as reasonably practicable after the
      written request at any time of any holder of Series B Preferred Stock (but
      in
      any event not later than ten (10) days thereafter), furnish or cause to be
      furnished to such holder a certificate setting forth (i) the Conversion Price
      then in effect, and (ii) the number of shares of Common Stock and the amount,
      if
      any, of other securities, cash or property which then would be received upon
      the
      conversion of Series B Preferred Stock.




(i)  **Notice
      of Record Date** .
      In the
      event the Corporation shall take a record of the holders of its Common Stock
      (or
      other stock or securities at the time issuable upon conversion of the Series
      B
      Preferred Stock) for the purpose of entitling or enabling them to receive any
      dividend or other distribution, or to receive any right to subscribe for or
      purchase any shares of stock of any class or any other securities, or to receive
      any other right or of any Liquidation Event, then, and in each such case, the
      Corporation will send or cause to be sent to the holders of the Series B
      Preferred Stock a notice specifying, as the case may be, (i) the record date
      for
      such dividend, distribution or right, and the amount and character of such
      dividend, distribution or right, or (ii) the effective date on which such
      Liquidation Event is proposed to take place, and the time, if any is to be
      fixed, as of which the holders of record of Common Stock (or such other stock
      or
      securities at the time issuable upon the conversion of the Series B Preferred
      Stock) shall be entitled to exchange their shares of Common Stock (or such
      other
      stock or securities) for securities or other property deliverable upon such
      Liquidation Event, and the amount per share and character of such exchange
      applicable to the Series B Preferred Stock and the Common Stock. Such notice
      shall be sent at least ten (10) days prior to the record date or effective
      date
      for the event specified in such notice. Any notice required by the provisions
      hereof to be given to a holder of shares of Preferred Stock shall be deemed
      sent
      to such holder if deposited in the United States mail, postage prepaid, and
      addressed to such holder at his, her or its address appearing on the books
      of
      the Corporation.




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(j)  **Fractional
      Shares** .
      No
      fractional shares of Common Stock shall be issued upon conversion of Series
      B
      Preferred Stock. If a single holder shall surrender more than one share of
      Series B Preferred Stock for conversion at the same time, the number of full
      shares of Common Stock issuable by the Corporation upon conversion thereof
      shall
      be computed on the basis of the aggregate number of shares of Series B Preferred
      Stock so surrendered. In lieu of any fractional shares to which a holder would
      otherwise be entitled on conversion, such holder shall receive cash in an amount
      equal to the product of such fraction multiplied by the fair market value of
      one
      share of the Corporation’s Common Stock on the date of conversion, as determined
      in good faith by the Board of Directors of the Corporation.




(k)  **Reservation
      of Shares** .
      The
      Corporation will take such corporate action as may be necessary from time to
      time so that all times it will have authorized, and reserved out of its
      authorized but unissued Common Stock for the sole purpose of issuance upon
      conversion of shares of Series B Preferred Stock, a sufficient number of shares
      of Common Stock to permit the conversion in full of all shares of Series B
      Preferred Stock then outstanding.




(l)  **Full
      Consideration** .
      All
      shares of Common Stock which shall be issued upon the exercise of the Conversion
      Right of any Series B Preferred Stock will, upon issuance, be fully paid and
      non-assessable. The Corporation will pay such amounts and will take such other
      action as may be necessary from time to time so that all shares of Common Stock
      which shall be issued upon the exercise of the Conversion Right of any Series
      B
      Preferred Stock will, upon issuance and without cost to the recipient, be free
      from all preemptive rights, taxes, liens and charges with respect to the issue
      thereof.




5.  **Voting** .




(a)  On
      any
      matter presented to the stockholders of the Corporation for their action or
      consideration at any meeting of stockholders of the Corporation (or by written
      consent of stockholders in lieu of meeting), each holder of outstanding shares
      of Series B Preferred Stock shall be entitled to cast the number of votes equal
      to the number of whole shares of Common Stock into which the shares of Series
      B
      Preferred Stock held by such holder are convertible as of the record date for
      determining stockholders entitled to vote on such matter. Except as provided
      by
      law, holders of Series B Preferred Stock shall vote together with the holders
      of
      Common Stock, and with the holders of any other series of Preferred Stock the
      terms of which so provide, as a single class.




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**THIRD** :
      That
      such designation of the rights, qualifications, limitations, preferences,
      privileges and restrictions of the Series B Preferred Stock was duly made by
      the
      Board of Directors of the Corporation pursuant to the provisions of the Amended
      and Restated Articles of Incorporation of the Corporation, and in accordance
      with the provisions of Section 78.1955 of the General Corporation
      Law.




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**IN
      WITNESS WHEREOF** ,
      the
      undersigned has duly caused this Certificate of Designation to be executed
      this
      30th day of November, 2005.




**iCURIE,
              INC.**By:
            /s/ Hakan
              WretsellHakan
              WretsellIts:
              Chief Executive Officer




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