CERTIFICATE OF DESIGNATION




CERTIFICATE OF DESIGNATION

of the

RIGHTS AND PREFERENCES

of the

SERIES A CONVERTIBLE PREFERRED STOCK

AND 

SERIES B PREFERRED STOCK

of 

KLONDIKE STAR MINERAL CORPORATION




The undersigned, the President of Klondike Star Mineral
Corporation, a Delaware corporation (the "Corporation"), does hereby certify
that, pursuant to the authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, the following resolution creating
a series of Series A Convertible Preferred Stock was duly adopted by the Board
of Directors of the Corporation.

RESOLVED, that pursuant to the authority expressly granted to
and vested in this Board of Directors by the provisions of the Articles of
Incorporation of the Corporation, this Board of Directors hereby creates a
series of preferred stock (the "Preferred Stock"), no par value per share, of
the Corporation to be designated as Series A Convertible Preferred Stock,
initially consisting of 2,000,000 shares. Except as provided herein or as
required by law, the relative rights and the preferences of the Series A
Convertible Preferred Stock shall be as follows:

SERIES A CONVERTIBLE PREFERRED STOCK

The Corporation hereby designates 2,000,000 shares of the
Preferred Stock as Series A Convertible Preferred Stock (the "Series A Preferred
Stock"), which shall have the following rights, preferences and terms:


Section 1. Dividends. The holders of the Series A
Preferred Stock shall be not entitled to receive dividends except with respect
to the Common Stock received by way of conversion (treating each share of Series
A Preferred Stock as being equal to the number of shares of Common Stock into
which each such share of Series A Preferred Stock could be converted pursuant to
the provisions of Section 4 hereof with such number determined as of the record
date for the determination of holders of Common Stock entitled to receive such
dividend). 


Section 2. Liquidation, Dissolution or Winding Up.
In the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, each holder of outstanding shares of Series A
Preferred Stock shall be entitled to be paid out of the assets of the
Corporation available for distribution to stockholders, whether such assets are
capital, surplus or earnings only after any amount shall be paid or distributed
to the holders of any class of Common.


Section 3. Voting Power. Except as otherwise
expressly provided herein or as required by law, the holder of each share of
Series A Preferred Stock shall be not entitled to vote on any matters submitted
to a vote of the holders of outstanding voting securities. 


Section 4. Conversion. The holders of the Series A
Preferred Stock shall have the following conversion rights:

(a) Notice of Tender Offer. In the event the
  Corporation receives a tender offer, as defined pursuant to Regulation 14D of
  the Securities Exchange Act of 1934 ("Exchange Act"), to purchase a majority
  of issued and outstanding common stock of the Corporation, the holders of the
  outstanding shares of Series A Preferred Stock shall be entitled to cause any
  or all of such holder's shares to be converted into such number of fully paid
  and nonassessable shares of Common Stock and Series B Preferred Stock.

  (b) Conversion Rights. Upon the occurrence of an
  event as described in Section 4(a) above, and only upon such an event, the
  holder shall have the right to convert as follows:

  (i) The corporation shall issue one (1) share of its
        Common Stock; and

        (ii) For each one share of Series A Preferred Stock
        surrendered for conversion, the Corporation shall issue one (1) share of
        Series B Preferred Stock.

      
    
  
  (c) Notice Triggering Conversion Rights. Upon
  receiving notice of a tender offer pursuant to Rule 14d-3 of Regulation 14D of
  the Exchange Act (or, if such Rule is superseded or modified, then the new or
  amended Rule), the Corporation shall, within three (3) days of receiving such
  tender offer, provide notice to each holder as set forth in Section 10 below.
  Upon receipt of such notice from the Corporation, the rights of conversion
  commence, and the holder shall be entitled to the conversion procedures as set
  forth in Section 4(d) below. 

  (d) Conversion Procedures. Any holder of Series A
  Preferred Stock converting such shares into shares of Common Stock and Series
  B Preferred Stock pursuant to Section 4(b), shall surrender the certificate or
  certificates representing the Series A Preferred Stock being converted, duly
  assigned or endorsed for transfer to the Corporation (or accompanied by duly
  executed stock powers relating thereto), at the principal executive office of
  the Corporation or the offices of the transfer agent for the Series A
  Preferred Stock or such office or offices in the continental United States or
  Canada of an agent for conversion as may from time to time be designated by
  notice to the holders of the Series A Preferred Stock by the Corporation,
  accompanied, in the case of conversion pursuant to Section 4(b), by written
  notice of conversion. Such notice of conversion shall (i) specify the number
  of shares of Series A Preferred Stock to be converted, (ii)  include payment
  of any applicable transfer tax and (iii) specify the address to which such
  holder wishes delivery to be made of such new certificates to be issued upon
  such conversion. Upon surrender of a certificate representing Series A
  Preferred Stock for conversion, the Corporation shall issue and send by hand
  delivery, by courier or by first class mail (postage prepaid) to the holder
  thereof or to such holder's designee, at the address designated by such
  holder, a certificate or certificates for the number of shares of Common Stock
  and Series B Preferred Stock to which such holder shall be entitled upon
  conversion. In the event that there shall have been surrendered a certificate
  or certificates representing Series A Preferred Stock, only part of which are
  to be converted, the Corporation shall issue and send to such holder or such
  holder's designee, in the manner set forth in the preceding sentence, a new
  certificate or certificates representing the number of shares of Series A
  Preferred Stock which shall not have been converted.

  (e) Effective Date of Conversion. The issuance by
  the Corporation of shares of Common Stock upon a conversion of Series A
  Preferred Stock into shares of Common Stock made at the option of the holder
  thereof pursuant to Section 4(b) hereof shall be effective as of the surrender
  of the certificate or certificates for the Series A Preferred Stock to be
  converted, duly assigned or endorsed for transfer to the Corporation (or
  accompanied by duly executed stock powers relating thereto). On and after the
  effective date of conversion, the person or persons entitled to receive the
  Common Stock issuable upon such conversion shall be treated for all purposes
  as the record holder or holders of such shares of Common Stock.

  (f) Fractional Shares. The Corporation shall not be
  obligated to deliver to holders of Series A Preferred Stock any fractional
  share of Common Stock issuable upon any conversion of such Series A Preferred
  Stock, but in lieu thereof may make a cash payment in respect thereof in any
  manner permitted by law.

  (g) Reservation of Common Stock and Preferred Series B
  Stock. The Corporation shall at all times reserve and keep available out
  of its authorized and unissued Common Stock, solely for issuance upon the
  conversion of Series A Preferred Stock as herein provided, free from any
  preemptive rights or other obligations (except such rights and obligations
  created in connection with the issuance of the Series A Preferred Stock as are
  entered into by the holders thereof and the Corporation), such number of
  shares of the Common Stock and Preferred Series B Stock as shall from time to
  time be issuable upon the conversion of all the Series A Preferred Stock then
  outstanding provided that the shares of Common Stock and Preferred Series B
  Stock so reserved shall not be reduced or affected in any manner whatsoever so
  long as any Series A Preferred Stock is outstanding, except in the case of a
  reverse stock split or stock combination. The Corporation shall prepare and
  shall use its reasonable business efforts to obtain and keep in force such
  governmental or regulatory permits or other authorizations as may be required
  by law, and shall comply with all requirements as to registration,
  qualification or listing of the Common Stock, in order to enable the
  Corporation lawfully to issue and deliver to each holder of record of Series A
  Preferred Stock such number of shares of its Common Stock and Preferred Series
  B Stock as shall from time to time be sufficient to effect the conversion of
  all shares of Series A Preferred Stock then outstanding and convertible into
  shares of Common Stock.

  (h) Adjustments to Conversion Price. The Conversion
  Price in effect from time to time shall be subject to adjustment as follows:

  (i) Stock Dividends, Subdivisions and
          Combinations. Upon the issuance of additional shares of Common
          Stock as a dividend or other distribution on outstanding Common Stock,
          the subdivision of outstanding shares of Common Stock into a greater
          number of shares of Common Stock, or the combination of outstanding
          shares of Common Stock into a smaller number of shares of Common
          Stock, the Conversion Price shall, simultaneously with the happening
          of such dividend, subdivision or combination, be adjusted by
          multiplying the then effective Conversion Price by a fraction, the
          numerator of which shall be the number of shares of Common Stock
          outstanding immediately prior to such event and the denominator of
          which shall be the number of shares of Common Stock outstanding
          immediately after such event. An adjustment made pursuant to this
          Section 4(g)(i) shall be given effect, upon payment of such a dividend
          or distribution, as of the record date for the determination of
          stockholders entitled to receive such dividend or distribution (on a
          retroactive basis) and, in the case of a subdivision or combination,
          immediately as of the effective date thereof.

          (ii) Other Adjustments. In the event the
          Corporation 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 in securities of the
          Corporation other than shares of Common Stock, then and in each such
          event lawful and adequate provision shall be made so that the holders
          of Series A Preferred Stock shall receive upon conversion thereof in
          addition to the number of shares of Common Stock receivable thereupon,
          the number of securities of the Corporation which they would have
          received had their Series A Preferred Stock been converted into Common
          Stock on the date of such event and had they thereafter, during the
          period from the date of such event to and including the conversion
          date (calculated in accordance with Section 4(d) hereof), retained
          such securities receivable by them as aforesaid during such period,
          giving application to all adjustments called for during such period
          under this Section 4 as applied to such distributed securities.

        
      
    
  
  (i) If the Common Stock issuable upon the conversion of the
  Series A Preferred Stock shall be changed into the same or different number of
  shares of any class or classes of stock, whether by reclassification or
  otherwise (other than a subdivision or combination of shares or stock dividend
  provided for above), then and in each such event the holder of each share of
  Series A Preferred Stock shall have the right thereafter to convert each such
  share into the kind and amount of shares of stock and other securities and
  property receivable upon such reclassification or other change, by holders of
  the number of shares of Common Stock into which such shares of Series A
  Preferred Stock might have been converted immediately prior to such
  reclassification or change, all subject to further adjustment as provided
  herein.

  (i) Notices. In each case of an adjustment or
  readjustment of the Conversion Price, the Corporation will furnish each holder
  of Series A Preferred Stock with a certificate, prepared by the chief
  financial officer of the Corporation, showing such adjustment or readjustment,
  and stating in detail the facts upon which such adjustment or readjustment is
  based.



Section 5. No Reissuance of Series A Preferred Stock.
No share or shares of the Series A Preferred Stock acquired by the Corporation
by reason of redemption, purchase, conversion or otherwise shall be reissued,
and all such shares shall be canceled, retired, and eliminated from the shares
which the Corporation shall be authorized to issue. The Corporation may from
time to time take such appropriate corporate action as may be necessary to
reduce the authorized number of shares of the Series A Preferred Stock
accordingly.


Section 6. Protective Provision. So long as any
shares of the Series A Preferred Stock remain outstanding, the Corporation shall
not without the affirmative vote or written consent of the holders of a majority
in interest of the Series A Preferred Stock, voting as a class, alter or change
the rights, preferences or privileges of the Series A Preferred so as to
materially and adversely affect such shares.

SERIES B PREFERRED STOCK


Section 7. Voting Power. Each share of Series B
Preferred Stock shall entitle the holder thereof to such number of votes per
share as shall equal four (4) shares of Common Stock as of the record date for
the determination of stockholders entitled to vote on or consent to such matters
or, if no such record date is established, as of the date on which notice of
such meeting is mailed or the date any written consent of stockholders is
solicited. Pursuant to Delaware laws, Title 8, Chapter 1, Subchapter VII,
Section 212(a), the right to vote shall be limited to a vote for directors,
either at a special or annual meeting of shareholders. Except as required by
law, the holders of shares of the Series B Preferred Stock and the Common Stock
shall vote together as a single class on all matters. 


Section 8. Conversion. The holders of the Series B
Preferred Stock shall not have the right to convert into Common Stock or any
other series of preferred stock authorized or issued by the Corporation. Except
as set forth in Section 7 above, the holder of Series B Preferred Stock shall
have no other rights, including, inter alia, any right to dividends or
rights of liquidation, dissolution or winding up.

MISCELLANEOUS


Section 9. Transferability. Except as approved by
the Board of Directors, neither Series A Convertible Preferred Stock nor Series
B Preferred Stock shall be transferable by the holders thereof.

Section 10. Notice. Notice is given to a holder if
sent electronically (read receipt required), via facsimile or via overnight
delivery, signature required, to the holder at the address provided by the
holder to the Corporation's transfer agent.

IN WITNESS WHEREOF, the undersigned has executed and
subscribed this Certificate and does affirm the foregoing as true as of the 12th
day of January 2006.

KLONDIKE STAR MINERAL CORPORATION

                        a Delaware corporation

                         

                        By 

                      
                    
                  
                
              
            
          
        
      
    
  


Its: President