CERTIFICATE OF DESIGNATION OF
                       CLASS B CONVERTIBLE PREFERRED STOCK

                                       OF

                          TOMBSTONE TECHNOLOGIES, INC.

It is hereby certified that:

         1.  The name of the  Company  (hereinafter  called  the  "Company")  is
Tombstone Technologies, Inc., a Colorado corporation.

         2. The  Certificate  of  Incorporation  of the Company  and  Amendments
thereto  authorizes the issuance of shares of Preferred  Stock, no par value per
share (herein,  "Preferred Stock" or "Preferred Shares"), and expressly vests in
the Board of Directors of the Company the  authority  provided  therein to issue
any or all of the  Preferred  Shares in one (1) or more series and by resolution
or resolutions to establish the  designation  and number and to fix the relative
rights and preferences of each series to be issued.

         3. The Board of  Directors of the  Company,  pursuant to the  authority
expressly  vested in it as  aforesaid,  has  adopted the  following  resolutions
creating a Class B Convertible issue of Preferred Stock:

         RESOLVED,  that One Hundred  Twenty Five Thousand  (125,000) of the One
Million (1,000,000) authorized shares of Preferred Stock of the Company shall be
designated  Class B Convertible  Preferred  Stock,  no par value per share,  and
shall possess the rights and preferences set forth below:

         Section  1.  DESIGNATION  AND  AMOUNT.  The  shares  of the  series  of
Preferred  Stock hereby and herein created shall have no par value per share and
shall be  designated  as  Class B  Convertible  Preferred  Stock  (the  "Class B
Convertible  Preferred Stock") and the number of shares constituting the Class B
Convertible Preferred Stock shall be One Hundred Twenty Five Thousand (125,000).
The Class B Convertible  Preferred  Stock shall have a deemed purchase price and
stated value of Ten United States Dollars ($10.00) per share.

         Section 2. RANK.  The Class B Convertible  Preferred  Stock shall rank:
(i)  senior to any other  class or series  of  outstanding  Preferred  Shares or
series of capital  stock of the  Company;  except  Class A Preferred  Stock (ii)
prior to all of the  Company's  Common  Stock,  no par value per share  ("Common
Stock");  (iii)  prior to any class or series of  capital  stock of the  Company
hereafter  created not specifically  ranking by its terms senior to or on parity
with  any  Class  B  Convertible   Preferred   Stock  of  whatever   subdivision
(collectively,  with the Common Stock and all existing Preferred Stock,  "Junior
Securities");  and (iv) on parity  with any class or series of capital  stock of
the Company hereafter created  specifically  ranking by its terms on parity with
the Class B Convertible Preferred Stock ("Parity Securities") in each case as to
distributions  of assets  upon  liquidation,  dissolution  or  winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").

                                      -1-
<PAGE>

         Section 3.  DIVIDENDS.  The Class B Convertible  Preferred  Stock shall
bear dividends of $.56 per share per fiscal quarterly basis to be paid beginning
on January 1, 2011 and on the first day of each quarter thereafter. The dividend
is cumulative.  The dividend  shall be paid only out of funds legally  available
for such purpose.

         Section 4. LIQUIDATION PREFERENCE.

         (a) In the event of any  liquidation,  dissolution or winding up of the
Company,  either  voluntary  or  involuntary,  the  holders of shares of Class B
Convertible  Preferred  Stock (each a "Holder" and  collectively  the "Holders")
shall be entitled  to receive,  immediately  after any  distributions  to Senior
Securities  required  by  the  Company's  Certificate  of  Incorporation  or any
certificate  of  designation,  and prior in  preference to any  distribution  to
Junior Securities but in parity with any distribution to Parity  Securities,  an
amount per share equal to $10.00per share. If upon the occurrence of such event,
and after payment in full of the preferential amounts with respect to the Senior
Securities,  the assets and funds available to be distributed  among the Holders
of the Class B  Convertible  Preferred  Stock  and  Parity  Securities  shall be
insufficient  to permit  the  payment to such  Holders of the full  preferential
amounts due to the Holders of the Class B  Convertible  Preferred  Stock and the
Parity Securities, respectively, then the entire assets and funds of the Company
legally available for distribution shall be distributed among the Holders of the
Class B Convertible  Preferred Stock and the Parity Securities,  pro rata, based
on the  respective  liquidation  amounts to which  each such  series of stock is
entitled by the Company's Certificate of Incorporation and any certificate(s) of
designation relating thereto.

         (b) Upon the  completion  of the  distribution  required by  subsection
4(a), if assets remain in the Company,  they shall be  distributed to holders of
Junior Securities in accordance with the Company's  Certificate of Incorporation
including any duly adopted certificate(s) of designation.

         Section 5.  CONVERSION.  The record  Holders of the Class B Convertible
Preferred  Stock  shall  have  conversion  rights as  follows  (the  "Conversion
Rights"):

         (a) RIGHT TO CONVERT.  On and after date hereof,  each record Holder of
Class B Convertible  Preferred  Stock shall be entitled (at the times and in the
amounts set forth below), at the office of the Company or any transfer agent for
the Class B Convertible Preferred Stock designated by the Company to the Holders
in writing (the  "Transfer  Agent"),  to convert Class B  Convertible  Preferred
Stock in whole or in part into Common  Stock (in  multiples  of one (1) share of
Class B Convertible Preferred Stock) as follows:

         Subject to the common stock of the company  having traded at an average
         price of $7.00 for ten  consecutive  trading days or twenty four months
         after date  hereof,  whichever  is earlier,  the Holders of the Class B
         Convertible  Preferred  Stock shall,  have the right to convert each of
         their  shares  of  Class B  Convertible  Preferred  Stock  for  which a
         conversion is elected into 248 shares of Common Stock of the Company.

         (b)  MECHANICS OF  CONVERSION.  In order to convert Class B Convertible
Preferred  Stock into full shares of Common  Stock,  the Holder shall (i) fax or
deliver via electronic mail, on or prior to 11:59 p.m., Dallas,  Texas time (the
"Conversion Notice Deadline") on the date of conversion (the "Conversion Date"),
a copy of the fully  executed  notice of conversion,  substantially  in the form
shown on Exhibit A hereto  ("Notice of Conversion") to the Company at the office
of the Company or the Transfer  Agent  stating that the Holder elects to convert


                                      -2-
<PAGE>

Class  B  Convertible  Preferred  Stock  into  Common  Stock,  which  Notice  of
Conversion shall specify the date of conversion, the number of shares of Class B
Convertible Preferred Stock to be converted, the applicable conversion price and
a  calculation  of the  number  of shares of  Common  Stock  issuable  upon such
conversion  (together  with a copy of the front page of each  certificate  to be
converted)  and  (ii)  once   converted  in  full  (but  not  otherwise   unless
specifically  requested by the Company from time to time), surrender to a common
courier for  delivery to the office of the Company or the  Transfer  Agent,  the
original  certificate(s)  representing  the Class B Convertible  Preferred Stock
being  converted  (the  "Preferred  Stock  Certificates"),   duly  endorsed  for
transfer; unless the Holder notifies the Company or its Transfer Agent that such
certificates have been lost, stolen or destroyed (subject to the requirements of
subparagraph  (i) below).  Upon receipt by the Company of a facsimile  copy of a
Notice of Conversion,  Company shall immediately send, via facsimile or email, a
confirmation  of receipt  of the  Notice of  Conversion  to Holder  which  shall
specify  that  the  Notice  of  Conversion  has been  received  and the name and
telephone  number of a contact  person at the  Company  whom the  Holder  should
contact  regarding  information  related  to the  Conversion.  In the  case of a
dispute as to the calculation of the Conversion Rate, the Company shall promptly
issue to the Holder the number of shares of Common  Stock that are not  disputed
and shall  submit  the  disputed  calculations  to its  outside  accountant  via
facsimile within three (3) days of receipt of Holder's Notice of Conversion. The
Company shall cause the  accountant to perform the  calculations  and notify the
Company and the Holder of the results no later than  forty-eight (48) hours from
the time it receives the disputed calculations.  Accountant's  calculation shall
be deemed conclusive absent manifest error.

                  (i) LOST OR STOLEN  CERTIFICATES.  Upon receipt by the Company
of evidence of the loss, theft, destruction or mutilation of any Preferred Stock
Certificates representing shares of Class B Convertible Preferred Stock, and (in
the case of loss,  theft or  destruction)  of indemnity  or security  reasonably
satisfactory  to  the  Company,  and  upon  surrender  and  cancellation  of the
Preferred  Stock  Certificate(s),  if  mutilated,  the Company shall execute and
deliver new Preferred Stock  Certificate(s) of like tenor and date. However, the
Company shall not be obligated to re-issue such lost or stolen  Preferred  Stock
Certificates  if Holder  contemporaneously  requests the Company to convert such
Class B Convertible Preferred Stock into Common Stock.

                  (ii)  DELIVERY OF COMMON STOCK UPON  CONVERSION.  The Transfer
Agent or the Company (as applicable)  shall, no later than the close of business
on the third (3rd) business day (the "Deadline") after receipt by the Company or
the Transfer  Agent of a facsimile copy of a Notice of Conversion and receipt by
Company or the  Transfer  Agent from the Holder of all  necessary  documentation
duly  executed  and in proper form  required  for  conversion  as stated in this
Section 5, issue and surrender to a common  courier for either  overnight or (if
delivery is outside the United States) two (2) day delivery to the Holder at the
address of the Holder as shown on the stock records of the Company a certificate
for the number of shares of Common  Stock to which the Holder  shall be entitled
as aforesaid.  In lieu of delivering physical  certificates  representing Common
Stock  to be  received  by a  Holder  upon  conversion  of  Class B  Convertible
Preferred  Stock,  the Company may, if the said Common  Stock is not  restricted
from transfer and does not contain a restrictive legend,  utilize the Depository
Trust Company ("DTC") Fast Automated Securities Transfer program and/or the DWAC
system to  electronically  credit the account of the Holder's  prime broker with
DTC  for the  number  of  shares  of  Common  Stock  to be  received  upon  such
conversion.

         In any event,  delivery to each Holder of Common  Stock upon a properly
submitted conversion of Class B Convertible Preferred Stock shall be made within
three (3) business days after the Conversion  Date.  Without limiting a Holder's
other  rights at law or in  equity,  should  delivery  be later  than  three (3)

                                      -3-
<PAGE>

business  days after the  Conversion  Date,  the Holder  shall have the right to
either (1) rescind the  conversion  by facsimile  notice to the Company;  (2) by
giving a new Notice of Conversion, adjust the conversion price and the amount of
dividends  accrued  and  unpaid,  in which case the  Company  shall  process the
conversion as if the latter notice were the original  notice;  or (3) accept the
late  delivery.  The Holders shall also be entitled to the  equitable  remedy of
specific  performance to enforce the delivery  requirements  upon  conversion of
Class B Convertible Preferred Stock.

                  (iii) NO FRACTIONAL  SHARES.  If any conversion of the Class B
Convertible Preferred Stock would create a fractional share of Common Stock or a
right to acquire a fractional share of Common Stock, such fractional share shall
be  disregarded  and  the  number  of  shares  of  Common  Stock  issuable  upon
conversion, in the aggregate, shall be rounded to the nearest whole share.

                  (iv) DATE OF CONVERSION.  The date on which conversion  occurs
(the "Conversion  Date") shall be deemed to be the date set forth in such Notice
of  Conversion,  provided  that the advance copy of the Notice of  Conversion is
faxed to the Company  before 11:59 p.m.,  Dallas,  Texas time, on the Conversion
Date.  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 the Conversion.

         (c) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at
all times reserve and keep available or make provision to increase,  reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the Class B Convertible Preferred
Stock,  such number of its shares of Common  Stock as shall from time to time be
sufficient to effect the conversion of all then outstanding  Class B Convertible
Preferred  Stock into Common 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 Class B  Convertible  Preferred
Stock,  the  Company  will take such  corporate  action as may be  necessary  to
increase its  authorized  but unissued  shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

         (d) ADJUSTMENT TO CONVERSION RATE.

                  (i) ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If, prior to
the conversion of all Class B Convertible  Preferred  Stock,  there shall be any
merger, consolidation, exchange of shares, recapitalization,  reorganization, or
other similar event,  as a result of which shares of Common Stock of the Company
shall be changed  into the same or a  different  number of shares of the same or
another class or classes of stock or securities of the Company or another entity
or there is a sale of all or substantially  all the Company's  assets,  then the
Holders of Class B Convertible  Preferred Stock shall  thereafter have the right
to receive upon  conversion of Class B  Convertible  Preferred  Stock,  upon the
basis and upon the  terms and  conditions  specified  herein  and in lieu of the
shares of Common Stock immediately  theretofore  issuable upon conversion,  such
stock, securities and/or other assets ("New Assets") which the Holder would have
been  entitled  to  receive  in such  transaction  had the  Class B  Convertible
Preferred Stock been  convertible  into New Assets from the date hereof,  at the
market price of such New Assets on the date of conversion,  and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the  Holders  of the  Class B  Convertible  Preferred  Stock to the end that the
provisions hereof (including, without limitation,  provisions for the adjustment

                                      -4-
<PAGE>

of the conversion  price and of the number of shares of Common Stock issuable or
New Assets  deliverable  upon  conversion of the Class B  Convertible  Preferred
Stock)  shall  thereafter  be  applicable,  as nearly as may be  practicable  in
relation to any securities thereafter deliverable upon the exercise hereof.

                  (iii) NO  FRACTIONAL  SHARES.  If any  adjustment  under  this
Section  5(d)  would  create a  fractional  share of Common  Stock or a right to
acquire a  fractional  share of Common  Stock,  such  fractional  share shall be
disregarded  and the number of shares of Common Stock  issuable upon  conversion
shall be rounded to the nearest whole share.

         (e) CONVERSION  LIMITATIONS.  Notwithstanding  anything to the contrary
set forth  herein,  in no event shall any Holder be entitled to convert  Class B
Convertible Preferred Stock in excess of such portion of the stated value of the
Class B Convertible Preferred Stock that, upon giving effect to such conversion,
would cause the aggregate number of shares of Common Stock beneficially owned by
the Holder  and its  affiliates  to exceed  4.99% of the  outstanding  shares of
Common Stock following such conversion. For purposes of the foregoing provision,
the aggregate number of shares of Common Stock  beneficially owned by the Holder
and its  affiliates  shall include the number of shares of Common Stock issuable
upon the specific  conversion  of the Class B Convertible  Preferred  Stock with
respect to which the  determination of such proviso is made. Except as set forth
in the preceding sentence,  for purposes of this section,  beneficial  ownership
shall be calculated in accordance with Section 13(d) of the Securities  Exchange
Act of 1934, as amended.  The  limitations  of this Section 5(e) shall no longer
apply,  and the Holder  may  convert  its Class B  Convertible  Preferred  Stock
irrespective of the Holder's beneficial ownership of Common Stock, should any of
the following events occur: (1) the Company shall either become insolvent, admit
in writing its inability to pay its debts generally or as they come due, make an
assignment  for  the  benefit  of  creditors  or  commence  proceedings  for its
dissolution,  or apply  for,  or  consent  to the  appointment  of,  a  trustee,
liquidator,  or  receiver  for its or for a  material  part of its  property  or
business;  or (2) a trustee,  liquidator or receiver  shall be appointed for the
Company or for a material  portion  of its  property  or  business  without  the
Company's  consent and such appointment is not discharged within sixty (60) days
thereafter;   or  (3)  any  governmental   agency  or  any  court  of  competent
jurisdiction at the instance of any governmental  agency shall assume custody or
control of the whole or a substantial portion of the properties or assets of the
Company and shall not be  dismissed  within sixty (60) days  thereafter;  or (4)
bankruptcy,  reorganization,  insolvency  or  liquidation  proceedings  or other
proceedings  for relief  under any  bankruptcy  law or any law for the relief of
debtors shall be instituted by or against the Company and, if instituted against
the  Company,  shall  not  be  dismissed  within  sixty  (60)  days  after  such
institution or the Company by any answer,  action or omission to act approve of,
or default in, answering a petition filed in, such proceeding.

         Section 6. The Company shall have no right of redemption.

         Section 7. VOTING RIGHTS. The record Holders of the Class B Convertible
Preferred  Stock  shall  have the right to vote on any  matter  with  holders of
Common  Stock or any vote  required to approve any action,  which  Colorado  law
provides  may or must be  approved  by vote or consent  of the  holders of other
series  of voting  preferred  shares  and the  holders  of common  shares or the
holders of other securities  entitled to vote, if any. At any such vote, 1 share
of the Class B  Convertible  Preferred  Stock  will be equal to 248 votes of the
Company's common stock.

         The record Holders of the Class B Convertible  Preferred Stock shall be
entitled  to  the  same  notice  of  any  regular  or  special  meeting  of  the
shareholders  of the  Company  as may or shall be given to  holders of any other

                                      -5-
<PAGE>

series of preferred  shares and the holders of common shares entitled to vote at
such meetings.

         Section  8.  PROTECTIVE  PROVISION.  So  long  as  shares  of  Class  B
Convertible Preferred Stock are outstanding, the Company shall not without first
obtaining the approval (by vote or written consent, as provided by Colorado Law)
of the Holders of at least  seventy-five  percent (75%) of the then  outstanding
shares of Class B Convertible Preferred Stock, and at least seventy-five percent
(75%) of the then outstanding Holders:

         (a) alter or change the rights,  preferences or privileges of the Class
B Convertible  Preferred Stock so as to affect adversely the Class B Convertible
Preferred Stock.

         (b) create any new class or series of stock  having a  preference  over
the Class B  Convertible  Preferred  Stock  with  respect to  Distributions  (as
defined in Section 2 above) or  increase  the size of the  authorized  number of
Class B Convertible Preferred Stock.

         In the event Holders of at least seventy-five percent (75%) of the then
outstanding  shares  of  Class  B  Convertible  Preferred  Stock  and  at  least
seventy-five  percent (75%) of the then  outstanding  Holders agree to allow the
Company to alter or change the rights,  preferences  or privileges of the shares
of Class B Convertible  Preferred Stock, pursuant to subsection (a) above, so as
to affect the Class B Convertible Preferred Stock, then the Company will deliver
notice  of such  approved  change  to the  Holders  of the  Class B  Convertible
Preferred Stock that did not agree to such alteration or change (the "Dissenting
Holders") and the Dissenting Holders shall have the right for a period of thirty
(30)  business  days to convert  pursuant  to the terms of this  Certificate  of
Designation as they exist prior to such alteration or change or continue to hold
their shares of Class B Convertible Preferred Stock.

         Section 9. STATUS OF CONVERTED  STOCK. In the event any shares of Class
B Convertible  Preferred Stock shall be converted  pursuant to Section 5 hereof,
the  shares so  converted  shall be  canceled,  shall  return  to the  status of
authorized but unissued  Preferred Stock of no designated  series, and shall not
be issuable by the Company as Class B Convertible Preferred Stock.

         Section  10.  PREFERENCE  RIGHTS.  Nothing  contained  herein  shall be
construed  to prevent the Board of Directors of the Company from issuing one (1)
or more series of Preferred Stock with dividend and/or  liquidation  preferences
junior to the dividend and  liquidation  preferences  of the Class B Convertible
Preferred Stock.

Signed October 29, 2010


                                        Tombstone Technologies, Inc.


                                     By: /s/ John Harris
                                        ----------------------------
                                        John Harris, President


                                      -6-
<PAGE>


                                    EXHIBIT A

                            NOTICE OF CONVERSION FORM

        To be Executed by the Holder of the Class B Convertible Preferred
              Stock if such Holder Desires to Exercise the Class B
                Convertible Preferred Stock in Whole or in Part:

To:      Tombstone Technologies, Inc. (the "Company")


The   undersigned    ___________________________    (Social    Security   number
_____________or      taxpayer      identification      number     of     Holder:
_________________________)  hereby  irrevocably  elects to exercise the right of
purchase represented by this Certificate of Class B Convertible  Preferred Stock
for, and to purchase  thereunder,  ____________  shares of the Common Stock (the
"Common Stock")  provided for therein and tenders payment  herewith to the order
of the  Company in the amount of  $______________,  such  payment  being made as
provided on the face of this Certificate.

The undersigned  requests that  certificates  for such shares of Common Stock be
issued as follows:

Name: __________________________________________________________________________


Address: _______________________________________________________________________

________________________________________________________________________________

Deliver to: ____________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________

and,  if such  number of shares of Common  Stock  shall not be all the shares of
Common  Stock  purchasable  hereunder,  that a new  Certificate  for the balance
remaining of the shares of Common Stock purchasable under these be registered in
the name of, and delivered to, the undersigned at the address stated above.


Dated:   ______________________

                                    Signature
                                    ____________________________________________
                                    Note:  The  signature  on  this   Conversion
                                    Notice  must  correspond  with  the  name as
                                    written upon the face of the Preferred Stock
                                    Certificates  in every  particular,  without
                                    alteration  or  enlargement  or  any  change
                                    whatever