EXHIBIT 3.4
                                   -----------
                               LEGEND MOBILE, INC.
                                ACTION BY WRITTEN
                               CONSENT OF THE SOLE
                                  MEMBER OF THE
                               BOARD OF DIRECTORS

       The  undersigned,  being the sole  member of the  Board of  Directors  of
Legend Mobile, Inc., a Delaware  corporation (the  "Corporation"),  hereby takes
the following actions and adopts the following resolutions by written consent to
be effective as of the date set forth below, and hereby directs the Secretary of
the  Corporation  to  make  this  instrument  a  part  of  the  records  of  the
Corporation:

                     RESOLVED,   that,   pursuant  to  Article   FOURTH  of  the
              Certificate of Incorporation (which authorizes 1,000,000 shares of
              Preferred Stock, $.01 par value, of which 850,000 shares of Series
              B   Convertible   Preferred   Stock   presently   are  issued  and
              outstanding),  the Board of Directors hereby fixes the designation
              and  preferences  and relative  participating,  optional and other
              special rights, and  qualifications,  limitations and restrictions
              of a series of 147,775  shares of Series C  Convertible  Preferred
              Stock  referred to herein as the "Series C  Convertible  Preferred
              Stock".

                     RESOLVED,  that  each  share of the  Series  C  Convertible
              Preferred  Stock shall rank  equally in all  respects and shall be
              subject to the following provisions:

              1.     Number of  Shares.  The number of shares  constituting  the
       Series C  Convertible  Preferred  Stock  shall be and the same is  hereby
       fixed at 147,775.

              2.     Stated  Capital.  The  amount to be  represented  in stated
       capital at all times for each share of the Series C Convertible Preferred
       Stock shall be its par value of $.01 per share.

              3.     Rank.  Subject  to  Section  5, the  Series  C  Convertible
       Preferred  Stock  shall,  with  respect  to rights on  liquidation,  rank
       equivalent to all classes of the common stock,  $.001 par value per share
       (collectively, the "Common Stock" or "Common Shares"), of the Corporation
       and shares of Series B Convertible Preferred Stock.

              4.     Dividends.  Subject to the  satisfaction  of the Conversion
       Test (as defined in Section 7(1) below) being  satisfied,  the holders of
       outstanding Series C Convertible Preferred Stock shall not be entitled to
       participate in any dividends declared on the Corporation's  common stock,
       $.001 par value per share (the "Common Stock").

              5.     Liquidation   Rights.  In  the  event  of  a  voluntary  or
       involuntary  liquidation,  dissolution  or winding up of the  Corporation
       prior to the satisfaction of the Conversion Test, the holders of Series C
       Convertible  Preferred Stock shall be entitled to $0.01 per share. In the
       event of a voluntary or involuntary  liquidation,  dissolution or winding
       up of the Corporation  after the satisfaction of the Conversion Test, the
       holders of Series C  Convertible  Preferred  Stock  shall be  entitled to
       share with the holders of shares of Common Stock and Series B Convertible
       Preferred  Stock pari passu in the  assets of the  Corporation,  on an as
       converted  basis,  whether  such  assets  are  capital  or surplus of any
       nature. A Reorganization  (as defined in Subsection 8(5) below) shall not
       be deemed to be a  liquidation,  dissolution  or  winding  up within  the
       meaning of this Section 5.


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              6.     Redemption.  Shares of Series C Convertible Preferred Stock
       may not be redeemed by the  Corporation  absent the unanimous  consent of
       the holders thereof.

              7.     Conversion Rights.

                     (1)    The Series C Preferred  Shares shall be  convertible
       upon the earlier to occur of: (i) the date the Corporation  generates net
       profits  in any  two  consecutive  fiscal  quarters  as  reported  on the
       Corporation's Form 10-QSB or Form 10-Q, as the case may be; (ii) April 1,
       2006;  or (iii) any date that the Market  Price per share of Common Stock
       equals or exceeds $0.50 (the  "Conversion  Test").  If the Corporation is
       sold (whether by sale of all or substantially all of its stock or assets,
       or by a merger in which the Corporation is not the surviving corporation)
       at a per share price which exceeds 110% of the Market Price of the Common
       Stock (as defined in Section  12(1)),  the Conversion Test will be deemed
       satisfied,  the Series C Preferred Shares will be convertible immediately
       prior to the  closing  of such  sale,  and the  holders  of the  Series C
       Preferred  Shares  will be  entitled to the rights set forth in Section 5
       above.

                     (2)    The date on which a conversion of Series C Preferred
       Shares takes place shall be termed the "Conversion Date" for such shares.
       The conversion of Series C Preferred  Shares shall be on the basis of 100
       shares  of Common  Stock  for one  Series C  Preferred  Share;  provided,
       however,  that  such 100 for one  conversion  rate  shall be  subject  to
       adjustment from time to time in certain  instances as provided in Section
       8 below (the  conversion rate in effect at any given time shall be termed
       the  "Conversion  Rate").  Upon  conversion,  the  holder of the Series C
       Preferred  Shares will be required to pay to the Corporation a conversion
       price for each  share of  Common  Stock  equal to $.10  (the  "Conversion
       Price").  The  holder  of the  Series  C  Preferred  Shares  may  pay the
       Conversion  Price  in cash  ("Conversion  Option  A") or by  surrendering
       additional  Series C Preferred Shares,  valued at the difference  between
       (i) the  average  market  value  of the  Common  Stock  over the five (5)
       business day period  immediately  preceding the Conversion  Date and (ii)
       the Conversion Price ("Conversion Option B").

                     (3)    As  promptly  as  practicable  after the  Conversion
       Date,  the  Corporation  shall  issue and  deliver to the  holders at the
       office of the then transfer agent for the Series C Convertible  Preferred
       Stock,  a certificate  or  certificates  for the number of full shares of
       Common  Stock to which such holders are entitled and a check or cash with
       respect to any fractional interest in a share of Common Stock as provided
       in  Subsection  7(4) below.  Each holder shall be deemed to have become a
       stockholder of record of the Common Stock on the Conversion Date.

                     (4)    No fractional shares of Common Stock or script shall
       be issued upon conversion of Series C Convertible  Preferred  Stock.  The
       number of full shares of Common Stock  issuable  upon  conversion of such
       Series C Preferred Shares shall be computed on the basis of the aggregate
       number  of  Series C  Preferred  Shares so  surrendered.  Instead  of any
       fractional  shares of Common Stock which otherwise would be issuable upon
       conversion of any shares of Series C  Convertible  Preferred  Stock,  the
       Corporation  shall pay a cash  adjustment  in respect to such  fractional
       interest based upon the Market Price (as defined in Subsection  12(1)) of
       the Common Stock at the close of business on the last  business day prior
       to the Conversion Date.

                     (5)    If any shares of Common Stock to be reserved for the
       purpose of  conversion of Series C  Convertible  Preferred  Stock require
       registration or listing with or approval of any  governmental  authority,
       stock exchange or other regulatory body under any federal or state law or
       regulation  or  otherwise  before  such  shares may be validly  issued or
       delivered upon  conversion,  the  Corporation  shall at its sole cost and
       expense in good faith and as expeditiously as possible endeavor to secure
       such registration, listing or approval, as the case may be.

<PAGE>

                     (6)    All shares of Common  Stock which may be issued upon
       conversion of Series C Convertible  Preferred Stock upon issuance will be
       validly issued,  fully paid and  nonassessable.  The Corporation will pay
       any and all documentary taxes that may be payable in respect of any issue
       or delivery of shares of Common Stock on conversion of Series C Preferred
       Shares pursuant hereto.  The Corporation shall not be required to pay any
       tax which may be payable in respect of any transfer involved in the issue
       and delivery of shares of Common Stock in a name other than that in which
       the Series C Preferred Shares so converted were  registered,  and no such
       issue or delivery  shall be made  unless and until the person  requesting
       such transfer has paid to the  Corporation  the amount of any such tax or
       has established to the  satisfaction of the Corporation that such tax has
       been paid. If and to the extent the  Corporation  is required to withhold
       taxes in connection with the conversion of the Series C Preferred Shares,
       the holders  thereof may, at their option (and subject to compliance with
       federal  securities  laws),  effect such  withholding  by (i) causing the
       Corporation  to retain a portion of the Common Stock  issuable  upon such
       conversion (valued at Market Price), or (ii) delivering additional shares
       of Series C  Convertible  Preferred  Stock  (valued at Market  Price less
       Conversion Price).

                     (7)    All  certificates  representing  Series C  Preferred
       Shares surrendered for conversion shall be appropriately  canceled on the
       books of the Corporation and the shares so converted  represented by such
       certificates  shall be restored to the status of authorized  but unissued
       shares of Preferred Stock of the Corporation.

              8.     Adjustment of Conversion Rights.

                     (1)    In case the Corporation  shall,  with respect to its
       Common Stock,  (i) pay a dividend or make a distribution on its shares of
       Common  Stock  which  is paid or made in  shares  of  Common  Stock or in
       securities  convertible  into or  exchangeable  for its Common  Stock (in
       which  latter  event the  number of  shares  of  Common  Stock  initially
       issuable  upon the  conversion  or exchange of such  securities  shall be
       deemed to have been  distributed),  (ii) subdivide its outstanding shares
       of Common  Stock,  (iii) combine its  outstanding  shares of Common Stock
       into a smaller number of shares, or (iv) issue by reclassification of its
       Common  Stock  any  shares  of  capital  stock  of the  Corporation,  the
       Conversion Rate in effect  immediately prior thereto shall be adjusted so
       that each holder of a Series C Preferred Share thereafter converted shall
       be entitled  to receive the number and kind of shares of Common  Stock or
       other capital stock of the Corporation  which it would have owned or been
       entitled  to  receive  in  respect  of  such  Series  C  Preferred  Share
       immediately  after the happening of any of the events described above had
       such Series C Preferred  Share been  converted  immediately  prior to the
       happening  of such event.  An  adjustment  made  pursuant to this Section
       shall become effective  immediately after the record date, in the case of
       a dividend,  and shall become effective  immediately  after the effective
       date, in the case of a subdivision, combination or reclassification.  If,
       as a result of an adjustment made pursuant to this  Subsection  8(1), the
       holder  of any  Series  C  Preferred  Share  thereafter  surrendered  for
       conversion shall become entitled to receive shares of two or more classes
       of capital stock or shares of Common Stock and other capital stock of the
       Corporation,  the  Board  of  Directors  (whose  determination  shall  be
       conclusive),  shall  determine the allocation of the adjusted  Conversion
       Rate between or among  shares of such classes of capital  stock or shares
       of Common Stock and other capital stock.

                            In the  event  that at any  time as a  result  of an
       adjustment  made  pursuant  to this  Subsection  8(1),  the holder of any
       Series C Preferred  Share  thereafter  surrendered  for conversion  shall
       become  entitled  to  receive  any shares of the  Corporation  other than
       shares of Common Stock,  thereafter the  Conversion  Rate with respect to
       other  shares so  receivable  upon  conversion  of any Series C Preferred
       Share shall be subject to adjustment from time to time in a manner and on
       terms as nearly  equivalent as practicable to the provisions with respect
       to Common Stock contained in this Section 8.

<PAGE>

                     (2)    In  case  the  Corporation  shall  issue  rights  or
       warrants to all holders of its Common Stock  entitling  them to subscribe
       for or purchase shares of Common Stock (or securities convertible into or
       exchangeable  for its  Common  Stock) at a price per share  less than the
       Market Price per share of Common Stock on the record date mentioned below
       (other than pursuant to an automatic  dividend  reinvestment  plan of the
       Corporation or any substantially  similar plan) the Conversion Rate shall
       be  adjusted  so that  the  same  shall  equal  the  rate  determined  by
       multiplying  the  Conversion  Rate in  effect  immediately  prior  to the
       issuance of such rights or warrants by a fraction, of which the numerator
       shall be the  number of shares of  Common  Stock  outstanding  (excluding
       treasury  shares) on the date of issuance of such rights or warrants plus
       the number of additional  shares of Common Stock offered for subscription
       or purchase,  and of which the denominator  shall be the number of shares
       of Common Stock  outstanding  (excluding  treasury shares) on the date of
       issuance of such rights or warrants,  plus the number of shares of Common
       Stock which the  aggregate  subscription  or purchase  price of the total
       number of shares offered for  subscription  or purchase would purchase at
       such Market Price.  Such adjustment  shall become  effective  immediately
       after the opening of business  on the day  following  the record date for
       such rights or warrants.

                            In case  the  Corporation  shall  distribute  to all
       holders of its  Common  Stock  evidences  of its  indebtedness  or assets
       (excluding cash dividends out of legally available funds and dividends or
       distributions  payable in  capital  stock or other  securities  for which
       adjustment is made pursuant to Subsection 8(1) and excluding for purposes
       of this  section  rights or warrants to subscribe  to  securities  of the
       Corporation),  then in each  such  case  the  Conversion  Rate  shall  be
       adjusted so that the same shall equal the rate  determined by multiplying
       the Conversion Rate in effect immediately prior to such distribution by a
       fraction,  of which the numerator  shall be the Market Price per share of
       Common  Stock on the  record  date  mentioned  below,  and of  which  the
       denominator shall be such Market Price per share of Common Stock less the
       then fair market  value (as  determined  by the Board of Directors of the
       Corporation,  whose  determination shall be conclusive) of the portion of
       the assets or evidences of indebtedness so distributed  applicable to one
       share of Common Stock. Such adjustment shall become effective immediately
       after the record date for the  determination of stockholders  entitled to
       receive  such  distribution.  Anything in this  Section 8 to the contrary
       notwithstanding,  the Corporation shall be entitled to make such increase
       in the number of shares of Common Stock to be acquired upon conversion of
       a Series C Preferred Share, in addition to those required by this Section
       8, as it in its discretion  shall determine to be advisable in order that
       any stock  dividend,  subdivision  of shares,  distribution  of rights to
       purchase stock or securities,  or distribution of securities  convertible
       into or  exchangeable  for stock hereafter made by the Corporation to its
       stockholders shall not be taxable to the recipients.

                     (3)    On the expiration of any rights or warrants referred
       to in Subsection  8(2), or the termination of any rights of conversion or
       exchange referred to in Subsection  8(1)(i),  the Conversion Rate then in
       effect shall  forthwith be  readjusted to such  Conversion  Rate as would
       have obtained had the adjustment made upon the issuance of such rights or
       warrants or convertible  or  exchangeable  securities  been made upon the
       basis of the  delivery  of only the  number of  shares  of  Common  Stock
       actually  delivered  upon the exercise of such rights or warrants or upon
       the conversion or exchange of such securities.

                     (4)    Except as provided  in  Subsections  8(1),  8(2) and
       8(3) above, no other event shall effect a change in the Conversion  Rate.
       Whenever the Conversion Rate is adjusted as herein  provided,  an officer
       of  the  Corporation  shall  compute  the  adjusted  Conversion  Rate  in
       accordance  with the  provisions  of this  Section 8 and shall  prepare a
       certificate  setting  forth such  Conversion  Rate  showing in detail the
       facts upon which such adjustment is made (the "Adjustment  Certificate").
       Such Adjustment  Certificate  shall forthwith be filed with) the transfer
       agent for the Series C Convertible  Preferred Stock, if any, and a notice
       thereof mailed to the holders of record of the outstanding shares of such
       series.

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                     (5)    In the event of any consolidation or merger to which
       the Corporation is a party other than a consolidation  or merger in which
       the Corporation is the continuing corporation,  or the sale or conveyance
       to another  corporation of the property of the Corporation as an entirety
       or substantially  as an entirety or any statutory  exchange of securities
       with another  corporation  (including any exchange effected in connection
       with a merger of a third  corporation  into the  Corporation)  (each such
       transaction  referred to herein as  "Reorganization"),  no  adjustment of
       conversion  rights  or the  Conversion  Rate  shall  be  made;  provided,
       however,  each holder of a Series C Preferred  Share shall  thereupon  be
       entitled to receive upon conversion of the Series C Preferred  Share, and
       provision  shall  be  made  therefor  in  any  agreement  relating  to  a
       Reorganization,  the kind and number of securities or property (including
       cash) of the corporation  ("Successor  Corporation")  resulting from such
       consolidation  or surviving  such merger or to which such  properties and
       assets  shall  have  been  sold or  otherwise  transferred  or with  whom
       securities  have been  exchanged,  which such holder  would have owned or
       been  entitled  to  receive as a result of such  Reorganization  had such
       Series  C  Preferred  Share  been  converted  immediately  prior  to such
       Reorganization  (and assuming such holder failed to make an election,  if
       any was available,  as to the kind or amount of  securities,  property or
       cash  receivable by reason of such  Reorganization;  provided that if the
       kind or amount  of  securities,  property  or cash  receivable  upon such
       Reorganization  is not the same for each share of Common Stock in respect
       of  which  such  rights  of  election   shall  not  have  been  exercised
       ("non-electing  share") then for the purpose of this  Subsection 8(5) the
       kind and amount of  securities,  property  or cash  receivable  upon such
       Reorganization for each non-electing share shall be deemed to be the kind
       and amount so  receivable  per share by a plurality  of the  non-electing
       shares).  In any  case,  appropriate  adjustment  shall  be  made  in the
       application of the provisions herein set forth with respect to the rights
       and interests  thereafter of the holders of Series C Preferred Shares, to
       the end that the  provisions  set forth herein  (including  the specified
       changes and other adjustments to the Conversion Rate) shall thereafter be
       applicable,  as nearly as  reasonably  may be, in relation to any shares,
       other securities or property thereafter receivable upon conversion of the
       Series C Preferred  Shares.  The provisions of this Subsection 8(5) shall
       similarly apply to successive Reorganizations.

                     (6)    The Corporation  shall at all times reserve and keep
       available  out of its  authorized  but unissued  shares of Common  Stock,
       solely  for  the  purpose  of  effecting  the   conversion  of  Series  C
       Convertible  Preferred  Stock,  such number of shares of Common  Stock as
       shall  from  time to time be  sufficient  to effect a  conversion  of all
       outstanding Series C Convertible  Preferred 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 the
       Series C Convertible Preferred Stock, the Corporation shall promptly take
       such corporate action as may, in the opinion of its counsel, be necessary
       to increase its  authorized  but unissued  shares of Common Stock to such
       number of shares as shall be sufficient for such purpose. In the event of
       a  Reorganization  to which  Subsection  8(5)  above  applies,  effective
       provision shall be made in the certificate or articles of  incorporation,
       merger or consolidation or otherwise of the Successor Corporation so that
       such Successor Corporation will at all times reserve and keep available a
       sufficient  number  of  shares of  common  stock or other  securities  or
       property  to  provide  for the  conversion  of the  Series C  Convertible
       Preferred Stock in accordance with the provisions of this Section 8.

                     (7)    The  Corporation  shall not amend its Certificate of
       Incorporation, or participate in any reorganization,  sale or transfer of
       assets, consolidation,  merger, dissolution,  issue or sale of securities
       or any other  voluntary  action for the purpose of avoiding or seeking to
       avoid the observance or performance of any of the terms to be observed or
       performed  hereunder by the  Corporation,  but shall at all times in good
       faith use its best efforts, and assist in carrying out all such action as
       may be  reasonably  necessary  or  appropriate  in order to  protect  the
       conversion  rights of the holders of the Series C  Convertible  Preferred
       Stock set forth herein.

<PAGE>

              9.     Voting Rights.

                     (1)    The  holders of the Series C  Convertible  Preferred
       Stock shall vote on all matters with the holders of the Common Stock (and
       not as a separate  class) on a 100 votes per share basis.  The holders of
       the Series C Convertible Preferred Stock shall be entitled to receive all
       notices  relating to voting as are required to be given to the holders of
       the Common Stock.

                     (2)    In  addition  to  any  other   rights   provided  by
       Subsection 9(1) or by applicable law, so long as any Series C Convertible
       Preferred Stock shall be outstanding,  the Corporation  shall not without
       first  obtaining the  affirmative  vote or written  consent of all of the
       holders of the Series C Preferred Shares outstanding;

                            (i)    increase the  authorized  number of shares of
                                   Series C Convertible Preferred Stock;

                            (ii)   create any class or series of shares  ranking
                                   prior  or  pari   passu   to  the   Series  C
                                   Convertible  Preferred  Stock  either  as  to
                                   dividends or upon liquidation;

                            (iii)  amend, alter or repeal any of the preferences
                                   or  rights  of  the   Series  C   Convertible
                                   Preferred Stock; or

                            (iv)   authorize any  reclassification of the Series
                                   C Convertible Preferred Stock.

                     (3)    The voting  rights set forth in this Section 9 shall
       in no way be affected by a failure in the  satisfaction of the Conversion
       Test.

                     (4)    The  Board of  Directors  may  change  or  otherwise
       adjust the terms of the Series C Convertible  Preferred Stock in its sole
       discretion.

              10.    Transferability.  Subject  to  restrictions  imposed  under
       federal and state securities laws, the Series C Preferred Shares shall be
       freely transferable by the holders thereof.

              11.    Registration  Rights.  If and to the extent that the shares
       of Common Stock issuable upon conversion of the Series C Preferred Shares
       are  not  includable  in  a  registration  statement  on  Form  S-8,  the
       Corporation  will  prepare  and  file,  at  its  own  expense,   a  shelf
       registration  statement on Form S-3 (or such other available Form if Form
       S-3 shall not be  available  to the  Corporation)  to enable the  holders
       thereof to resell shares of Common Stock acquired upon  conversion of the
       Series C Preferred Shares.

              12.    Definitions.

                     (1)    The "Market  Price" per share of Common Stock at the
       time as of which such "Market Price" is determined  shall be deemed to be
       the average of the Closing  Prices for twenty (20) business days selected
       by the Corporation out of the thirty (30)  consecutive  days  immediately
       preceding the date as of which such "Market Price" is determined,  except
       that for  purposes of Sections  7(1) and 7(4) above,  the "Market  Price"
       shall be the Closing  Price on the last  business day preceding the event
       requiring such determination.  For the purpose of the foregoing sentence,
       a "business  day" means a day on which the  exchange or  over-the-counter
       market  on which  the  Common  Shares  are  traded  was open for at least
       one-half (1/2) of its normal business day.

<PAGE>

                     (2)    The  "Closing  Price"  on any day  shall be the last
       sale price,  regular way, as reported in a composite  published report of
       transactions  which  includes  transactions  on  the  exchange  or  other
       principal  markets in which the Common  Shares are traded or, if there is
       no such  composite  report as to any day, the last  reported  sale price,
       regular  way (or if  there  is no such  reported  sale on such  day,  the
       average of the closing  reported bid and asked  prices) on the  principal
       United  States  securities  trading  market  (whether  a stock  exchange,
       NASDAQ,  or otherwise)  in which the Common Shares are traded;  provided,
       however,  that if the  Common  Shares are not  publicly  traded or listed
       during  the  time of any  computation  pursuant  to this  section,  their
       "Market  Price"  for the  purposes  hereof  shall  be the  fair  value as
       determined in good faith and certified to the  Corporation  by any person
       agreed  upon by,  and  mutually  satisfactory  to, the  President  of the
       Corporation and the holders of the Series C Convertible  Preferred Stock;
       provided,  however,  that if such  persons  are  unable  to agree  upon a
       mutually  satisfactory  person, then the "Market Price" shall be the fair
       value as  determined  in good  faith by the  Board  of  Directors  of the
       Corporation.

                     RESOLVED,  that the Corporation  shall issue and deliver to
              Peter Klamka 147,775 shares of the Series C Convertible  Preferred
              Stock, in consideration of Mr. Klamka's  extraordinary  service to
              the  Corporation,  including  without  limitation  transfer by Mr.
              Klamka to the  Corporation  of 500,000  shares of common  stock of
              Legend Credit, Inc., owed by Mr. Klamka; and

                     RESOLVED,  that  each of the  officers  of the  Corporation
              acting  singly be, and each hereby is,  authorized  to execute and
              deliver   on  behalf   of  the   Corporation   such   instruments,
              certificates  and other documents and to take such further actions
              determined by any officer to be necessary or  appropriate to carry
              out the full intent and purposes of the foregoing resolutions, the
              execution and delivery thereof to constitute  conclusive  evidence
              of that determination.

       IN WITNESS WHEREOF, the undersigned has hereunto set his hands as of June
24, 2004.


                                                   /s/ Peter Klamka
                                                   -----------------------------
                                                   Peter Klamka

<PAGE>

               ---------------------------------------------------
               CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES
                  OF A SERIES OF PREFERRED STOCK BY RESOLUTION
                   OF THE BOARD OF DIRECTORS PROVIDING FOR AN
                  ISSUE OF 147,775 SHARES OF SERIES C PREFERRED
                        STOCK, $.01 PAR VALUE, DESIGNATED
                  AS THE "SERIES C CONVERTIBLE PREFERRED STOCK"
               ---------------------------------------------------

       I, Peter Klamka,  Chairman of the Board and  Secretary of LEGEND  MOBILE,
INC., a Delaware corporation (hereinafter called the "Corporation"), pursuant to
the  provisions  of Section 151 of the General  Corporation  Law of the State of
Delaware,  do hereby make this  Certificate of  Designation  under the corporate
seal of the  Corporation  and do hereby state and certify  that  pursuant to the
authority  expressly  vested in the Board of Directors of the Corporation by the
Certificate of Incorporation,  the Board of Directors duly adopted the following
resolutions:

                     RESOLVED,   that,   pursuant  to  Article   FOURTH  of  the
              Certificate of Incorporation (which authorizes 1,000,000 shares of
              Preferred Stock, $.01 par value, of which 850,000 shares of Series
              B   Convertible   Preferred   Stock   presently   are  issued  and
              outstanding),  the Board of Directors hereby fixes the designation
              and  preferences  and relative  participating,  optional and other
              special rights, and  qualifications,  limitations and restrictions
              of a series of 147,775  shares of Series C  Convertible  Preferred
              Stock  referred to herein as the "Series C  Convertible  Preferred
              Stock".

                     RESOLVED,  that  each  share of the  Series  C  Convertible
              Preferred  Stock shall rank  equally in all  respects and shall be
              subject to the following provisions:

       13.    Number of Shares.  The number of shares  constituting the Series C
Convertible Preferred Stock shall be and the same is hereby fixed at 147,775.

       14.    Stated Capital.  The amount to be represented in stated capital at
all times for each share of the Series C  Convertible  Preferred  Stock shall be
its par value of $.01 per share.

       15.    Rank.  Subject to Section  5, the Series C  Convertible  Preferred
Stock  shall,  with respect to rights on  liquidation,  rank  equivalent  to all
classes  of the  common  stock,  $.001 par value  per share  (collectively,  the
"Common Stock" or "Common  Shares"),  of the  Corporation and shares of Series B
Convertible Preferred Stock.

       16.    Dividends.  Subject to the satisfaction of the Conversion Test (as
defined in Section  7(1) below)  being  satisfied,  the  holders of  outstanding
Series C Convertible Preferred Stock shall not be entitled to participate in any
dividends declared on the Corporation's  common stock, $.001 par value per share
(the "Common Stock").

<PAGE>

       17.    Liquidation  Rights.  In the event of a voluntary  or  involuntary
liquidation,  dissolution  or  winding  up  of  the  Corporation  prior  to  the
satisfaction  of the  Conversion  Test,  the  holders  of  Series C  Convertible
Preferred  Stock  shall  be  entitled  to $0.01  per  share.  In the  event of a
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation after the satisfaction of the Conversion Test, the holders of Series
C  Convertible  Preferred  Stock  shall be entitled to share with the holders of
shares of Common Stock and Series B  Convertible  Preferred  Stock pari passu in
the assets of the Corporation, on an as converted basis, whether such assets are
capital or surplus of any nature.  A  Reorganization  (as defined in  Subsection
8(5) below) shall not be deemed to be a  liquidation,  dissolution or winding up
within the meaning of this Section 5.

       18.    Redemption. Shares of Series C Convertible Preferred Stock may not
be  redeemed  by the  Corporation  absent the  unanimous  consent of the holders
thereof.

       19.    Conversion Rights.

              (1)    The Series C Preferred Shares shall be convertible upon the
earlier to occur of: (i) the date the  Corporation  generates net profits in any
two consecutive  fiscal quarters as reported on the Corporation's Form 10-QSB or
Form 10-Q,  as the case may be;  (ii) April 1, 2006;  or (iii) any date that the
Market Price per share of Common Stock equals or exceeds $0.50 (the  "Conversion
Test").  If the Corporation is sold (whether by sale of all or substantially all
of its  stock or  assets,  or by a merger in which  the  Corporation  is not the
surviving  corporation)  at a per share price which  exceeds  110% of the Market
Price of the Common Stock (as defined in Section  12(1)),  the  Conversion  Test
will be deemed  satisfied,  the Series C Preferred  Shares  will be  convertible
immediately  prior to the closing of such sale,  and the holders of the Series C
Preferred Shares will be entitled to the rights set forth in Section 5 above.

              (2)    The date on which a conversion of Series C Preferred Shares
takes  place  shall  be  termed  the  "Conversion  Date"  for such  shares.  The
conversion  of Series C Preferred  Shares shall be on the basis of 100 shares of
Common Stock for one Series C Preferred Share; provided,  however, that such 100
for one  conversion  rate shall be subject  to  adjustment  from time to time in
certain  instances as provided in Section 8 below (the conversion rate in effect
at any given time shall be termed the "Conversion Rate").  Upon conversion,  the
holder  of  the  Series  C  Preferred  Shares  will  be  required  to pay to the
Corporation a conversion price for each share of Common Stock equal to $.10 (the
"Conversion  Price").  The holder of the Series C  Preferred  Shares may pay the
Conversion Price in cash ("Conversion  Option A") or by surrendering  additional
Series C  Preferred  Shares,  valued at the  difference  between (i) the average
market  value  of the  Common  Stock  over  the five  (5)  business  day  period
immediately  preceding  the  Conversion  Date  and  (ii)  the  Conversion  Price
("Conversion Option B").

              (3)    As promptly as practicable  after the Conversion  Date, the
Corporation  shall  issue and  deliver to the  holders at the office of the then
transfer  agent for the Series C Convertible  Preferred  Stock, a certificate or
certificates for the number of full shares of Common Stock to which such holders
are entitled and a check or cash with  respect to any  fractional  interest in a
share of Common Stock as provided in Subsection 7(4) below. Each holder shall be
deemed  to have  become a  stockholder  of  record  of the  Common  Stock on the
Conversion Date.

<PAGE>

              (4)    No  fractional  shares of Common  Stock or script  shall be
issued upon conversion of Series C Convertible  Preferred  Stock.  The number of
full shares of Common Stock issuable upon  conversion of such Series C Preferred
Shares  shall be  computed  on the  basis of the  aggregate  number  of Series C
Preferred  Shares so  surrendered.  Instead of any  fractional  shares of Common
Stock which  otherwise would be issuable upon conversion of any shares of Series
C Convertible  Preferred Stock,  the Corporation  shall pay a cash adjustment in
respect to such  fractional  interest based upon the Market Price (as defined in
Subsection  12(1))  of the  Common  Stock at the close of  business  on the last
business day prior to the Conversion Date.

              (5)    If any  shares  of  Common  Stock  to be  reserved  for the
purpose  of  conversion  of  Series  C  Convertible   Preferred   Stock  require
registration or listing with or approval of any  governmental  authority,  stock
exchange or other  regulatory  body under any federal or state law or regulation
or  otherwise  before  such  shares  may be  validly  issued or  delivered  upon
conversion, the Corporation shall at its sole cost and expense in good faith and
as expeditiously as possible  endeavor to secure such  registration,  listing or
approval, as the case may be.

              (6)    All  shares  of  Common  Stock  which  may be  issued  upon
conversion of Series C Convertible Preferred Stock upon issuance will be validly
issued,  fully  paid and  nonassessable.  The  Corporation  will pay any and all
documentary  taxes that may be payable  in respect of any issue or  delivery  of
shares of Common  Stock on  conversion  of Series C  Preferred  Shares  pursuant
hereto.  The  Corporation  shall  not be  required  to pay any tax  which may be
payable in respect of any transfer  involved in the issue and delivery of shares
of Common Stock in a name other than that in which the Series C Preferred Shares
so converted were registered, and no such issue or delivery shall be made unless
and until the person  requesting  such transfer has paid to the  Corporation the
amount of any such tax or has established to the satisfaction of the Corporation
that such tax has been paid. If and to the extent the Corporation is required to
withhold  taxes in  connection  with the  conversion  of the Series C  Preferred
Shares, the holders thereof may, at their option (and subject to compliance with
federal securities laws), effect such withholding by (i) causing the Corporation
to retain a portion of the Common Stock issuable upon such conversion (valued at
Market  Price),  or (ii)  delivering  additional  shares of Series C Convertible
Preferred Stock (valued at Market Price less Conversion Price).

              (7)    All  certificates  representing  Series C Preferred  Shares
surrendered for conversion shall be  appropriately  canceled on the books of the
Corporation and the shares so converted  represented by such certificates  shall
be restored to the status of authorized but unissued  shares of Preferred  Stock
of the Corporation.

       20.    Adjustment of Conversion Rights.

              (1)    In case the Corporation  shall,  with respect to its Common
Stock,  (i) pay a dividend or make a distribution  on its shares of Common Stock
which is paid or made in  shares of Common  Stock or in  securities  convertible
into or  exchangeable  for its Common Stock (in which latter event the number of
shares of Common Stock  initially  issuable  upon the  conversion or exchange of
such securities  shall be deemed to have been  distributed),  (ii) subdivide its
outstanding  shares of Common  Stock,  (iii) combine its  outstanding  shares of
Common Stock into a smaller number of shares, or (iv) issue by  reclassification
of its  Common  Stock  any  shares  of  capital  stock of the  Corporation,  the
Conversion  Rate in effect  immediately  prior thereto shall be adjusted so that
each holder of a Series C Preferred Share thereafter converted shall be entitled
to receive the number and kind of shares of Common Stock or other  capital stock
of the  Corporation  which it would  have owned or been  entitled  to receive in
respect of such Series C Preferred Share  immediately after the happening of any
of the events  described  above had such Series C Preferred Share been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this Section shall become  effective  immediately  after the record date, in the
case of a dividend,  and shall become effective  immediately after the effective
date, in the case of a subdivision,  combination or  reclassification.  If, as a

<PAGE>

result of an adjustment made pursuant to this Subsection 8(1), the holder of any
Series C Preferred  Share  thereafter  surrendered  for conversion  shall become
entitled to receive  shares of two or more classes of capital stock or shares of
Common Stock and other capital stock of the Corporation,  the Board of Directors
(whose determination shall be conclusive), shall determine the allocation of the
adjusted  Conversion  Rate  between or among  shares of such  classes of capital
stock or shares of Common Stock and other capital stock.

                     In the event that at any time as a result of an  adjustment
made  pursuant  to this  Subsection  8(1),  the holder of any Series C Preferred
Share thereafter surrendered for conversion shall become entitled to receive any
shares of the  Corporation  other than shares of Common  Stock,  thereafter  the
Conversion  Rate with respect to other shares so receivable  upon  conversion of
any Series C Preferred Share shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Section 8.

              (2)    In case the  Corporation  shall issue rights or warrants to
all holders of its Common  Stock  entitling  them to  subscribe  for or purchase
shares of Common Stock (or securities  convertible  into or exchangeable for its
Common  Stock)  at a price per share  less  than the  Market  Price per share of
Common  Stock on the record date  mentioned  below  (other  than  pursuant to an
automatic  dividend  reinvestment  plan of the Corporation or any  substantially
similar plan) the Conversion Rate shall be adjusted so that the same shall equal
the rate  determined by multiplying  the Conversion  Rate in effect  immediately
prior to the  issuance of such  rights or  warrants by a fraction,  of which the
numerator shall be the number of shares of Common Stock  outstanding  (excluding
treasury  shares) on the date of issuance  of such  rights or warrants  plus the
number  of  additional  shares of  Common  Stock  offered  for  subscription  or
purchase,  and of which the denominator  shall be the number of shares of Common
Stock  outstanding  (excluding  treasury shares) on the date of issuance of such
rights  or  warrants,  plus the  number of  shares  of  Common  Stock  which the
aggregate  subscription  or purchase price of the total number of shares offered
for  subscription  or  purchase  would  purchase  at  such  Market  Price.  Such
adjustment shall become effective  immediately  after the opening of business on
the day following the record date for such rights or warrants.

                     In case the Corporation  shall distribute to all holders of
its  Common  Stock  evidences  of its  indebtedness  or assets  (excluding  cash
dividends out of legally available funds and dividends or distributions  payable
in capital stock or other  securities  for which  adjustment is made pursuant to
Subsection 8(1) and excluding for purposes of this section rights or warrants to
subscribe  to  securities  of the  Corporation),  then in  each  such  case  the
Conversion  Rate  shall  be  adjusted  so that  the same  shall  equal  the rate
determined by multiplying  the Conversion  Rate in effect  immediately  prior to
such  distribution  by a fraction,  of which the  numerator  shall be the Market
Price per share of Common Stock on the record date mentioned below, and of which
the  denominator  shall be such Market  Price per share of Common Stock less the
then  fair  market  value  (as  determined  by the  Board  of  Directors  of the
Corporation,  whose  determination  shall be  conclusive)  of the portion of the
assets or evidences of  indebtedness  so distributed  applicable to one share of
Common Stock.  Such  adjustment  shall become  effective  immediately  after the
record date for the  determination  of  stockholders  entitled  to receive  such
distribution.  Anything in this Section 8 to the contrary  notwithstanding,  the
Corporation  shall be entitled to make such  increase in the number of shares of
Common Stock to be acquired upon  conversion of a Series C Preferred  Share,  in
addition to those  required  by this  Section 8, as it in its  discretion  shall
determine  to be  advisable  in order that any stock  dividend,  subdivision  of
shares,  distribution of rights to purchase stock or securities, or distribution
of securities  convertible  into or exchangeable for stock hereafter made by the
Corporation to its stockholders shall not be taxable to the recipients.

<PAGE>

              (3)    On the expiration of any rights or warrants  referred to in
Subsection  8(2),  or the  termination  of any rights of  conversion or exchange
referred to in  Subsection  8(1)(i),  the  Conversion  Rate then in effect shall
forthwith be readjusted to such  Conversion  Rate as would have obtained had the
adjustment  made upon the issuance of such rights or warrants or  convertible or
exchangeable  securities  been made upon the basis of the  delivery  of only the
number of shares of Common Stock  actually  delivered  upon the exercise of such
rights or warrants or upon the conversion or exchange of such securities.

              (4)    Except  as  provided  in  Subsections  8(1),  8(2) and 8(3)
above, no other event shall effect a change in the Conversion Rate. Whenever the
Conversion  Rate is adjusted as herein  provided,  an officer of the Corporation
shall compute the adjusted  Conversion Rate in accordance with the provisions of
this Section 8 and shall  prepare a certificate  setting  forth such  Conversion
Rate  showing  in detail  the facts  upon  which  such  adjustment  is made (the
"Adjustment Certificate").  Such Adjustment Certificate shall forthwith be filed
with) the transfer agent for the Series C Convertible  Preferred  Stock, if any,
and a notice thereof mailed to the holders of record of the  outstanding  shares
of such series.

              (5)    In the  event of any  consolidation  or merger to which the
Corporation  is a party  other  than a  consolidation  or  merger  in which  the
Corporation is the continuing corporation,  or the sale or conveyance to another
corporation of the property of the  Corporation as an entirety or  substantially
as an entirety or any statutory exchange of securities with another  corporation
(including  any  exchange  effected  in  connection  with a  merger  of a  third
corporation into the Corporation)  (each such transaction  referred to herein as
"Reorganization"),  no adjustment of conversion  rights or the  Conversion  Rate
shall be made;  provided,  however,  each holder of a Series C  Preferred  Share
shall thereupon be entitled to receive upon conversion of the Series C Preferred
Share,  and  provision  shall be made  therefor in any  agreement  relating to a
Reorganization,  the kind and number of securities or property  (including cash)
of the corporation  ("Successor  Corporation") resulting from such consolidation
or surviving such merger or to which such  properties and assets shall have been
sold or otherwise transferred or with whom securities have been exchanged, which
such  holder  would have owned or been  entitled  to receive as a result of such
Reorganization  had such Series C  Preferred  Share been  converted  immediately
prior  to such  Reorganization  (and  assuming  such  holder  failed  to make an
election, if any was available, as to the kind or amount of securities, property
or cash receivable by reason of such  Reorganization;  provided that if the kind
or amount of securities, property or cash receivable upon such Reorganization is
not the same for each share of Common  Stock in respect of which such  rights of
election  shall  not have been  exercised  ("non-electing  share")  then for the
purpose of this Subsection  8(5) the kind and amount of securities,  property or
cash receivable upon such  Reorganization  for each non-electing  share shall be
deemed to be the kind and amount so  receivable  per share by a plurality of the
non-electing shares). In any case,  appropriate  adjustment shall be made in the
application  of the  provisions  herein set forth with respect to the rights and
interests  thereafter  of the holders of Series C Preferred  Shares,  to the end
that the provisions set forth herein  (including the specified changes and other
adjustments to the Conversion Rate) shall thereafter be applicable, as nearly as
reasonably  may be, in  relation  to any shares,  other  securities  or property
thereafter  receivable  upon  conversion of the Series C Preferred  Shares.  The
provisions  of  this   Subsection  8(5)  shall  similarly  apply  to  successive
Reorganizations.

              (6)    The  Corporation  shall  at  all  times  reserve  and  keep
available out of its authorized but unissued shares of Common Stock,  solely for
the purpose of effecting the conversion of Series C Convertible Preferred Stock,
such number of shares of Common  Stock as shall from time to time be  sufficient
to effect a conversion of all outstanding Series C Convertible  Preferred 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 the Series C Convertible Preferred Stock, the Corporation shall promptly take
such  corporate  action as may, in the opinion of its  counsel,  be necessary to
increase its  authorized  but unissued  shares of Common Stock to such number of
shares as shall be sufficient for such purpose. In the event of a Reorganization
to which Subsection 8(5) above applies, effective provision shall be made in the
certificate or articles of  incorporation,  merger or consolidation or otherwise
of the Successor  Corporation  so that such  Successor  Corporation  will at all
times reserve and keep  available a sufficient  number of shares of common stock
or other  securities  or property to provide for the  conversion of the Series C
Convertible Preferred Stock in accordance with the provisions of this Section 8.

<PAGE>

              (7)    The   Corporation   shall  not  amend  its  Certificate  of
Incorporation, or participate in any reorganization, sale or transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary  action for the purpose of avoiding or seeking to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Corporation,  but shall at all times in good  faith  use its best  efforts,  and
assist  in  carrying  out all such  action  as may be  reasonably  necessary  or
appropriate  in order to protect  the  conversion  rights of the  holders of the
Series C Convertible Preferred Stock set forth herein.

       21.    Voting Rights.

              (1)    The  holders of the Series C  Convertible  Preferred  Stock
shall vote on all  matters  with the  holders of the Common  Stock (and not as a
separate  class) on a 100 votes per share  basis.  The  holders  of the Series C
Convertible Preferred Stock shall be entitled to receive all notices relating to
voting as are required to be given to the holders of the Common Stock.

              (2)    In addition to any other rights provided by Subsection 9(1)
or by applicable law, so long as any Series C Convertible  Preferred Stock shall
be  outstanding,   the  Corporation   shall  not  without  first  obtaining  the
affirmative  vote or  written  consent  of all of the  holders  of the  Series C
Preferred Shares outstanding;

                     (v)    increase the authorized number of shares of Series C
                            Convertible Preferred Stock;

                     (vi)   create any class or series of shares  ranking  prior
                            or pari passu to the Series C Convertible  Preferred
                            Stock either as to dividends or upon liquidation;

                     (vii)  amend,  alter or repeal  any of the  preferences  or
                            rights of the Series C Convertible  Preferred Stock;
                            or

                     (viii) authorize  any  reclassification  of  the  Series  C
                            Convertible Preferred Stock.

              (3)    The voting  rights set forth in this  Section 9 shall in no
way be affected by a failure in the satisfaction of the Conversion Test.

              (4)    The Board of Directors  may change or otherwise  adjust the
terms of the Series C Convertible Preferred Stock in its sole discretion.

       22.    Transferability. Subject to restrictions imposed under federal and
state   securities   laws,  the  Series  C  Preferred  Shares  shall  be  freely
transferable by the holders thereof.

       23.    Registration  Rights.  If and to the  extent  that the  shares  of
Common Stock issuable upon  conversion of the Series C Preferred  Shares are not
includable in a registration statement on Form S-8, the Corporation will prepare
and file,  at its own expense,  a shelf  registration  statement on Form S-3 (or
such other available Form if Form S-3 shall not be available to the Corporation)
to enable the holders  thereof to resell  shares of Common Stock  acquired  upon
conversion of the Series C Preferred Shares.

       24.    Definitions.

              (1)    The "Market Price" per share of Common Stock at the time as
of which such "Market Price" is determined  shall be deemed to be the average of
the Closing Prices for twenty (20) business days selected by the Corporation out
of the thirty (30) consecutive  days immediately  preceding the date as of which
such "Market Price" is determined, except that for purposes of Sections 7(1) and

<PAGE>

7(4) above,  the "Market  Price" shall be the Closing Price on the last business
day preceding the event  requiring  such  determination.  For the purpose of the
foregoing  sentence,  a  "business  day"  means a day on which the  exchange  or
over-the-counter  market on which the  Common  Shares are traded was open for at
least one-half (1/2) of its normal business day.

              (2)    The  "Closing  Price"  on any day  shall be the  last  sale
price,  regular way, as reported in a composite published report of transactions
which includes  transactions on the exchange or other principal markets in which
the Common Shares are traded or, if there is no such composite  report as to any
day, the last reported sale price,  regular way (or if there is no such reported
sale on such day, the average of the closing  reported bid and asked  prices) on
the principal United States securities trading market (whether a stock exchange,
NASDAQ, or otherwise) in which the Common Shares are traded; provided,  however,
that if the Common  Shares are not publicly  traded or listed during the time of
any computation pursuant to this section,  their "Market Price" for the purposes
hereof shall be the fair value as  determined in good faith and certified to the
Corporation  by any person  agreed upon by, and  mutually  satisfactory  to, the
President  of the  Corporation  and the  holders  of the  Series  C  Convertible
Preferred  Stock;  provided,  however,  that if such persons are unable to agree
upon a mutually  satisfactory  person, then the "Market Price" shall be the fair
value as determined in good faith by the Board of Directors of the Corporation.

       IN WITNESS  WHEREOF,  LEGEND MOBILE,  INC. has caused this Certificate of
Designation  to be  signed  by Peter  Klamka,  its  Chairman  of the  Board  and
Secretary this 25th day of June, 2004.

                                                     LEGEND MOBILE, INC.

                                                     By:  /s/ Peter Klamka
                                                        ------------------------
(1)      Peter Klamka

(2)      Chairman of the Board