Exhibit
      10.50





**AMENDMENT**


**T0**


**SUBSCRIPTION
      AGREEMENT**








The
      Subscription Agreement made as of March 10, 2008 (the " **Subscription
      Agreement** ")
      by and
      among Modtech Holdings, Inc., a Delaware corporation (the “ **Company** ”),
      and
      the parties set forth on the signature pages affixed thereto (the “ **Buyers** ”)
      is
      hereby amended by this amendment made between the Company and the Buyers (the **"Amendment"** ).
      Capitalized terms used in this Amendment that are not defined herein shall
      have
      the meanings given them in the Subscription Agreement.





1.  Notwithstanding
      the provisions of the Certificate of Determination attached as Exhibit A to
      the
      Subscription Agreement, the Buyers shall not have the right to receive upon
      conversion of the Series B Preferred Stock and Series C Preferred Stock (the
      “ **Securities** ”)
      shares
      of common stock of the Company which in the aggregate exceed 19.99% of the
      Company's common stock outstanding on March 10, 2008 or which would otherwise
      exceed the number of shares of common stock that the Company may issue to the
      Buyers in compliance with The Nasdaq Marketplace Rules (the " **Conversion
      Cap** ").
      The
      Conversion Cap will not apply if the Company obtains stockholder approval of
      the
      issuance of the common stock upon conversion of the Securities in excess of
      the
      Conversion Cap as required by the Nasdaq Marketplace Rules (" **Stockholder
      Approval** ").





2.
      The
      Company will use its best efforts to obtain Stockholder Approval at its next
      annual meeting scheduled for June 17, 2008. If Stockholder Approval is not
      obtained at the June 17, 2008 meeting, the Company will continue to use its
      best
      efforts to obtain stockholder approval during each calendar quarter thereafter
      until Stockholder Approval is obtained or is no longer necessary.





3.
      Until
      Stockholder Approval is obtained or determined by the Company to no longer
      be
      necessary for the Buyers to be able to fully convert the Securities, no Buyer
      will be issued upon conversion of their Securities shares of common stock in
      an
      amount greater than the product of the Conversion Cap multiplied by a fraction,
      the numerator of which is the number of shares of Company common stock into
      which the Securities held by such Buyer are convertible without regard to the
      Conversion Cap and the denominator of which is the number of shares of Company
      common stock into which all of the Securities issued to the Buyers and still
      outstanding are convertible without regard to the Conversion Cap.





4.  As
      reflected in the Second Amended and Restated Certificate of Determination
      attached hereto as Exhibit A, the Securities will have that number of votes
      per
      share equal to the number of shares of common stock into which the Securities
      are convertible at their respective conversion prices on the date of issuance
      of
      the Securities (which equal or exceed the market price of the common shares
      on
      that date), excluding for the purpose of such calculation any dividends that
      may
      accrue or be paid on the Series B Preferred Stock. The Schedule of Buyers
      attached to the Subscription Agreement is amended and restated by the attached
      Schedule of Buyers to reflect an adjustment of 50 shares of Series C Preferred
      Stock purchased by two Buyers.




1




5.
      This
      Amendment shall be binding on the parties hereto and their respective successors
      and assigns.





6.
      Except
      as specifically amended hereby, the provisions of the Subscription Agreement
      shall remain unaltered. This Amendment constitutes the entire agreement among
      the parties hereto with respect to the subject matter hereof and may be amended
      only by a writing executed by all parties. This Amendment shall be enforced,
      governed and construed in all respects in accordance with the laws of the State
      of California.




2





**IN
      WITNESS WHEREOF,** the
      Buyers and the Company have caused this Amendment to be duly executed effective
      as of the date first above written.




**COMPANY:**Modtech
              Holdings,
              Inc.By:
            */s/ Dennis
              Shogren*Name:
            Dennis
              ShogrenTitle:
            CEO


**BUYERS:***/s/
              Charles
              McGettigan*Charles
              McGettigan*/s/
              Robert
              Campbell*Robert
              Campbell*/s/
              Stanley
              Gaines*Stanley
              Gaines*/s/
              Daniel
              Donahoe*Daniel
              Donahoe*/s/
              Thomas
              McGovern*Thomas
              McGovern*/s/
              Kenneth
              Keska*Kenneth
              KeskaR & R Opportunity
              FundBy:
            */s/ John J. Borer,
              III*John
              J. Borer, IIIAuthorized
              Signatory




3





**IN
      WITNESS WHEREOF** ,
      the
      Buyers and the Company have caused this Amendment to be duly executed effective
      as of the date first written above.




**BUYERS:***/s/
                Dennis
                Shogren*Dennis
                Shogren*/s/
                Kenneth
                Cragun*Kenneth
                Cragun*/s/
                Ronald
                Savona*Ronald
                Savona*/s/
                Richard
                Bartolotti*Richard
                Bartolotti*/s/
                Harold
                Clark*Harold
                Clark*/s/
                Karen
                Andreasen*Karen
                Andreasen*/s/
                Richard Von
                Hor*Richard
                Von Hor*/s/
                Danny
                Ewing*Danny
                Ewing
  4





**IN
      WITNESS WHEREOF** ,
      the
      Buyers and the Company have caused this Amendment to be duly executed effective
      as of the date first written above.




**BUYERS:**Dolphin
                Offshore
                Partners, L.P.By:
              */s/
                Peter E. Salas*Peter
                E. SalasGeneral Partner*/s/
                Thomas
                Peckosh*Thomas
                Peckosh*/s/
                Charles R.
                Skemp*Charles
                R. Skemp*/s/
                Charles
                Gwirtsman*Charles
                GwirtsmanGCA Strategic
                Investment Fund LimitedBy:
              */s/
                Lewis N. Lester*Lewis
                N. LesterAuthorized
                SignatoryMaythorpe
                Holdings
                LimitedBy:
              */s/
                Joel Handel*Joel
                HandelAuthorized Signatory*/s/
                Myron Wick,
                III*Myron
                Wick, III





5


**SCHEDULE
      OF BUYERS**




**Buyer’s
                Name**
            
            **Buyer’s
                (Address**
              **and
                Facsimile Number**
            
            **Number
                ofSecurities**
            
            **Purchase**
              **Price**


Charles
                McGettigan
            
            McGettigan,
                Wick & Co.
              50
                Osgood Place, Penthouse
              San
                Francisco, CA 94133
              Facsimile
                # (415) 986-3617
            
            588
                shares of Series C Preferred Stock
            
            $58,800Myron
                Wick
            
            McGettigan,
                Wick & Co.
              50
                Osgood Place, Penthouse
              San
                Francisco, CA 94133
              Facsimile
                # (415) 986-3617
            
            500
                shares of Series C Preferred Stock
            
            $50,000Robert
                Campbell
            
            B.
                Riley & Co
              4675
                MacArthur Court, Suite 1500
              Newport
                Beach, CA 92660
              Facsimile
                # (949) 852-0430
            
            10
                shares of Series C Preferred Stock
            
            $1,000Stanley
                Gaines
            
            1473
                North Ocean Blvd.
              Palm
                Beach, FL 33480
              Facsimile
                # (561) 840-9011
            
            500
                shares of Series C Preferred Stock
            
            $50,000Daniel
                Donahoe
            
            Red
                Rock Resorts
              7114
                East Stetson Drive, Suite 205
              Scottsdale,
                AZ 85251
              Facsimile
                # (480) 994-3521
            
            100
                shares of Series C Preferred Stock
            
            $10,000Dennis
                Shogren
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                # (951) 943-9655
            
            200
                shares of Series C Preferred Stock
            
            $20,000Kenneth
                Cragun
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                # (951) 943-9655
            
            10
                shares of Series C Preferred Stock
            
            $1,000Ronald
                Savona
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                # (951) 943-9655
            
            10
                shares of Series C Preferred Stock
            
            $1,000Richard
                Bartolotti
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                # (951) 943-9655
            
            100
                shares of Series C Preferred Stock
            
            $10,000Harry
                Clark
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                # (951) 943-9655
            
            50
                shares of Series C Preferred Stock
            
            $5,000Karen
                Andreasen
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                # (951) 943-9655
            
            50
                shares of Series C Preferred Stock
            
            $5,000Richard
                Von Hor
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                # (951) 436-4088
            
            18
                shares of Series C Preferred Stock
            
            $1,800Thomas
                McGovern
            
            Modtech
                Holdings, Inc.
              1602
                Industrial Park Dr.
              Plant
                City, FL 33566
              Facsimile
                # 813-759-0576
            
            50
                shares of Series C Preferred Stock
            
            $5,000




1




**Buyer’s
                  Name**
              
              **Buyer’s
                  (Address**
                **and
                  Facsimile Number**
              
              **Number
                  ofSecurities**
              
              **Purchase**
                **Price**


Kenneth
                Keska
            
            Modtech
                Holdings, Inc.
              5301
                W. Madison
              Phoenix,
                AZ 85043
              Facsimile
                # 602-233-9458
            
            10
                shares of Series C Preferred Stock
            
            $1,000Danny
                Ewing
            
            Modtech
                Holdings, Inc.
              2830
                Barrett Avenue
              Perris,
                CA 92571
              Facsimile
                #951-943-3725
            
            10
                shares of Series C Preferred Stock
            
            $1,000R&R
                Opportunity Fund
            
            R&R
                Opp. Fund - care of Noari Holdings LLC
              1
                Bridge Street
              Suite
                #126
              Irvington,
                N.Y. 10533
            
            2000
                shares of Series B Preferred Stock
            
            $200,000Peter
                Salas, General Partner Dolphin Offshore Partners, L.P.
            
            129
                East 17TH Street
              New
                York, NY 10003
              Facsimile
                # (904) 491-5011
            
            7,500
                shares of Series B Preferred Stock
            
            $750,000Thomas
                Peckosh
            
            2310
                Simpson Street
              Dubuque,
                Iowa 52003
            
            960
                shares of Series B Preferred Stock
            
            $96,000Charles
                R. Skemp
            
            The
                Skemp Company
              1950
                John F. Kennedy Road
              Dubuque,
                Iowa 52002
              Facsimile
                # (563) 557-3143
            
            480
                shares of Series B Preferred Stock
            
            $48,000Charles
                Gwirtsman
            
            KRG
                Capital Partners, LLC
              1515
                Arapahoe Street
              Tower
                One - Suite 1500
              Denver,
                CO 80202
              Facsimile
                # (303) 390-5015
            
            1250
                shares of Series B Preferred Stock
            
            $125,000GCA
                Strategic Investment Fund Limited
            
            Mechanics
                Building, 12 Church Street
              Hamilton,
                Bermuda HM11
            
            1000
                shares of Series B Preferred Stock
            
            $100,000Maythorpe
                Holdings Limited
            
            2ndFloor, Geneva Place
              333
                Waterfront Drive
              Road
                Town, Tortola, British Virgin Islands
              Facsimile
                #. (284) 494-3088
            
            1000
                shares of Series B Preferred Stock
            
            $100,000




2




Exhibit
      A




SECOND
      AMENDED AND RESTATED


CERTIFICATE
      OF DESIGNATION OF


PREFERENCES,
      RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL


RIGHTS,
      QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS


OF


SERIES
      B
      PREFERRED STOCK


AND
      SERIES C PREFERRED STOCK


OF


MODTECH
      HOLDINGS, INC.





The
      undersigned, Dennis Shogren and Kenneth Cragun, certify that:





ONE.  They
      are
      the duly elected Chief Executive Officer and Secretary, respectively, of the
      above-named corporation.





TWO.  Pursuant
      to and in accordance with the provisions of Section 151 of the Delaware General
      Corporation Law and the Certificate of Incorporation of this corporation, the
      Board of Directors of this corporation has duly adopted the following recitals
      and resolutions.





WHEREAS,
      the Certificate of Incorporation of this corporation provides for a class of
      its
      authorized shares known as Preferred Stock comprised of 5,000,000 shares
      issuable from time to time in one or more series; and





WHEREAS,
      the Board of Directors of this corporation is authorized to fix the number
      of
      shares of any series of Preferred Stock and to determine the designation of
      any
      such series and the rights, preferences, privileges and restrictions granted
      to
      or imposed upon any wholly unissued series of Preferred Stock; and





WHEREAS,
      the Board of Directors has previously fixed and determined the designation
      of,
      the number of shares constituting, and the rights, preferences, privileges
      and
      restrictions relating to a Series A Preferred Stock; and




WHEREAS,
      pursuant to a Certificate of Designation filed with the Delaware Secretary
      of
      State on March 11, 2008, the Board of Directors of this corporation has
      previously established two additional classes of Preferred
      Stock , one designated as the **"** Series
      B
      Preferred Stock" and the other designated as “Series C Preferred
      Stock, **”** and
      fixed ** the
      number of shares in each class and the
      rights, preferences, privileges, restrictions and other ma tters
      rel ating
      thereto; and





WHEREAS,
      the Board of Directors wishes to amend and restate the Certificate of
      Designation filed March 11, 2008 in its entirety;





NOW,
      THER.EFORE, BE IT RESOLVED, that a series consisting ** of
      50,000
      shares of Preferred
      Stock, $0.01 par value per share, is hereby established and designated
      as ** the
      "Series B Preferred Stock" of this corporation
      (the " **Series
      B Preferred Stock"** ),
      and
      that the Series B Preferred Stock shall have the rights, preferences and
      privileges, and shall be subject to the restrictions, as are hereinafter set
      forth; and





1




RESOLVED
      FURTHER, that
      a
      series consisting ** of
      50,000
      shares of Preferred
      Stock, $0.01 par value per share, is hereby established and designated
      as ** the
      "Series C Preferred Stock" of this corporation
      (the " **Series
      C Preferred Stock** "),
      and
      that the Series C Preferred Stock shall have the rights, preferences and
      privileges, and shall be subject to the restrictions, as are hereinafter set
      forth:





1.   Dividend
      Provisions .





(a)  Series
      B Dividends .
      The
      holders of outstanding Series B Preferred Stock shall be entitled to receive
      when, as and if declared by the Board of Directors, out of unissued shares
      of
      Series B Preferred Stock at the time legally available therefor, dividends,
      in
      whole and/or fractional shares of such Series B Preferred Stock, at the rate
      of
      Eight Percent (8%) per share of outstanding Series B Preferred Stock per annum.
      Dividends shall accrue on each share of Series B Preferred Stock from the date
      of its original issuance and shall accrue from day to day, whether or not earned
      or declared. Such dividends shall be cumulative so that if such dividends in
      respect of any previous year at said rate per share per annum shall not have
      been paid or declared and set apart for all shares of Series B Preferred Stock
      at the time outstanding, the deficiency shall be fully paid on or declared
      and
      set apart for such shares before this corporation pays any dividend (except
      a
      dividend in shares of Common Stock) on Common Stock or any dividend on Series
      C
      Preferred Stock or on any Preferred Stock issued subsequent to the Series B
      Preferred Stock. Undeclared or unpaid dividends shall not bear or accrue
      interest.





(b)  Series
      C Dividends .
      No
      dividend shall be declared or paid on the Common Stock of this corporation
      (other than in Common Stock of this corporation) or on any other series of
      Preferred Stock, except Series B Preferred Stock as provided above, unless
      prior
      to and in preference thereof a dividend of equal amount per share is declared
      and paid on the outstanding shares of the Series C Preferred Stock out of any
      assets legally available therefore. Unless and until declared, no dividends
      shall accrue on outstanding shares of Series C Preferred Stock.





2.  Liquidation
      Preference .





(a)  Series
      B Liquidation Preference .
      In the
      event of any voluntary or involuntary liquidation, dissolution or winding up
      of
      this corporation, the holders of each then outstanding share of Series B
      Preferred Stock shall be entitled to receive, prior and in preference to any
      distribution of the assets or surplus funds of this corporation to the holders
      of Common Stock, Series C Preferred Stock, or any series of Preferred Stock
      issued subsequent to the Series B Preferred Stock, an amount equal to One
      Hundred Dollars ($100.00) per share, (appropriately adjusted to reflect stock
      splits, stock dividends, reorganizations, consolidations and similar changes
      with respect to the Series B Preferred Stock occurring after the date of
      the first issuance of shares of the Series B Preferred Stock), plus all accrued
      but unpaid cumulative dividends on such share of Series B Preferred Stock (the **"Series
      B Liquidation Preference"** ).
      The
      Series B Liquidation Preference shall be paid or set apart for payment before,
      in connection with any liquidation, dissolution or winding up of the
      corporation, the payment or setting apart for payment of any amount for, or
      the
      distribution of any assets of this corporation to, the holders of Series C
      Preferred Stock, Common Stock or any series of Preferred Stock issued subsequent
      to the Series B Preferred Stock. If the assets or surplus funds to be
      distributed to the holders of the Series B Preferred Stock are insufficient
      to
      permit the payment to such holders of the full Series B Liquidation Preference,
      then the entire assets and surplus funds of this corporation legally available
      for distribution shall be distributed ratably among the holders of the Series
      B
      Preferred Stock in proportion to the share of the Series B Liquidation
      Preference each such holder is otherwise entitled to receive in respect of
      the
      shares of Series B Preferred Stock then held by such holder.





2





(b)  Series
      C Liquidation Preference .
      In the
      event of any voluntary or involuntary liquidation, dissolution or winding up
      of
      this corporation and after the payment or setting apart for payment of the
      Series B Liquidation Preference, the holders of each then outstanding share
      of
      Series C Preferred Stock shall be entitled to receive, by reason of their
      ownership thereof, prior and in preference to any distribution of any of the
      assets of this corporation to the holders of the Common Stock or any series
      of
      Preferred Stock issued subsequent to the Series C Preferred Stock an amount
      equal to One Hundred Dollars ($100.00) per share (appropriately adjusted to
      reflect stock splits, stock dividends, reorganizations, consolidations and
      similar changes with respect to the Series C Preferred Stock occurring
      after the date of the first issuance of shares of the Series C Preferred Stock),
      plus any declared but unpaid dividends on such share of Series C Preferred
      Stock
      (the **"Series
      C Liquidation Preference"** ).
      The
      Series C Liquidation Preference shall be paid or set apart for payment before,
      in connection with any liquidation, dissolution or winding up of the
      corporation, the payment or setting apart for payment of any amount for, or
      the
      distribution of any assets of this corporation to, the holders of Common Stock
      or any series of Preferred Stock issued subsequent to the Series C Preferred
      Stock. If the remaining assets or surplus funds to be distributed to the holders
      of the Series C Preferred Stock are insufficient to permit the payment to such
      holders of the full Series C Liquidation Preference, then the entire remaining
      assets and surplus funds of this corporation legally available for distribution
      shall be distributed ratably among the holders of the Series C Preferred Stock
      in proportion to the share of the Series C Liquidation Preference each such
      holder is otherwise entitled to receive in respect of the shares of Series
      C
      Preferred Stock then held by such holder.





(c)   Remaining
      Assets .
      After
      the payment or setting apart for payment in full of the Series B Liquidation
      Preference and the Series C Liquidation Preference, any remaining assets or
      surplus funds of this corporation shall be distributed to the holders of Series
      B Preferred Stock, the holders of Series C Preferred Stock and the holders
      of
      Common Stock, ratably on the basis of the number of shares of Common Stock
      then
      held by them and then issuable upon conversion of the Series B Preferred Stock
      and Series C Preferred Stock then held by them.




3





3.  Redemption.





(a)  Optional .
      Following the twentieth (20 th )
      consecutive trading day on which the closing price of the Common Stock (or
      the
      closing bid price if there is no closing price) equals or exceeds Two Dollars
      ($2.00) per share on the exchange or market on which the Common Stock is then
      traded, this corporation may at any time thereafter to the extent it may
      lawfully do so, at the option of its Board of Directors, redeem in whole or
      in
      part (i) the Series B Preferred Stock by paying in cash therefor a sum equal
      to
      One Hundred Dollars ($100.00) per share of Series B Preferred Stock
      (appropriately adjusted to reflect stock splits, stock dividends,
      reorganizations, consolidations and similar changes with respect to the
      Series B Preferred Stock occurring after the date of the first issuance of
      shares of Series B Preferred), together with all accrued but unpaid dividends
      on
      such shares to the date of redemption (the " **Series
      B Redemption Price"** )
      and
      (ii) the Series C Preferred Stock by paying in cash therefor a sum equal to
      One
      Hundred Dollars ($100.00) per share of Series C Preferred Stock (appropriately
      adjusted to reflect stock splits, stock dividends, reorganizations,
      consolidations and similar changes with respect to the Series C Preferred Stock
      occurring after the date of the first issuance of shares of Series C Preferred
      Stock), together with all declared but unpaid dividends on such shares to the
      date of redemption (the " **Series
      C Redemption Price** ").
      Any
      redemption of Series B Preferred Stock and Series C Preferred Stock shall be
      pro
      rata among the outstanding shares of Series B Preferred Stock and Series C
      Preferred Stock based upon the number of shares held by each holder thereof.





(b)  Notice
      of Redemption .
      The
      corporation shall give written notice at least thirty (30) days prior to the
      redemption date, of its intention to redeem the Series B Preferred Stock
      and Series C Preferred Stock as provided herein, to each holder thereof, such
      notice to be addressed to each holder at the address of such holder as it
      appears on the stock transfer books of the corporation and to specify (i) the
      total number of shares of Series B Preferred Stock and Series C Preferred
      Stock being redeemed; (ii) the number of shares of Series B Preferred
      Stock and Series C Preferred Stock held by the holder which the corporation
      intends to redeem; (iii) the date of redemption, the Series B Redemption
      Price and the Series C Redemption Price; and (iv) the date on which the
      conversion rights with respect to such shares terminate in accordance with
      Section 4 below. On or after the date of redemption, each holder of
      Series B Preferred Stock and Series C Preferred Stock shall surrender his
      certificate for the number of shares to be redeemed as stated in the notice
      provided by the corporation (other than those shares properly converted pursuant
      to Section 4 below). If less than all the shares represented by such
      certificates are to be redeemed, the corporation shall forthwith issue a new
      certificate for the unredeemed shares.





4





4.  Conversion.





The
      holders of the Series B Preferred Stock and Series C Preferred Stock shall
      have
      conversion rights as follows:





(a)  Optional
      Conversion into Common Stock. Each
      share of Series B Preferred Stock and Series C Preferred Stock shall be
      convertible at the option of the holder thereof, at any time after the date
      of
      issuance of such share and on or prior to the fifth day prior to the redemption
      date for such share fixed by a redemption notice in accordance with
      Section 3 above, at the office of the corporation or any transfer agent for
      such stock, into such number of fully paid and nonassessable shares of Common
      Stock as is determined by, in the case of Series B Preferred Stock, dividing
      One
      Hundred Dollars ($100.00), plus accrued but unpaid dividends on the Series
      B
      Preferred Stock by the **"Series
      B Conversion Price** "
      in
      effect at the time and, in the case of Series C Preferred Stock, dividing One
      Hundred Dollars ($100.00), plus declared but unpaid dividends on the Series
      C
      Preferred Stock by the **"Series
      C Conversion Price** "
      in
      effect at the time. The initial Series B Conversion Price per share is Forty
      Cents ($0.40) and the initial Series C Conversion Price per share is Forty-Nine
      Cents ($0.49); provided, however, that the Series B Conversion Price and the
      Series C Conversion Price shall be subject to adjustment as set forth in
      subsection 4(c).





(b) Mechanics
      of Conversion from Preferred Stock to Common Stock .
      No
      fractional shares of Common Stock shall be issued upon conversion of Series
      B
      Preferred Stock or Series C Preferred Stock. In lieu of any fractional shares
      to
      which the holder would otherwise be entitled, the corporation shall pay cash
      equal to such fraction multiplied by the then effective Series B Conversion
      Price or Series C Conversion Price, as applicable. Before any holder of Series
      B
      Preferred Stock or Series C Preferred Stock shall be entitled to convert the
      same into shares of Common Stock pursuant to Section 4(a) hereof, he shall
      surrender the certificate or certificates therefor, duly endorsed, at the office
      of the corporation or of any transfer agent for the Series B Preferred Stock
      or
      Series C Preferred Stock, and shall give written notice to the corporation
      at
      such office that he elects to convert the same and shall state therein his
      name
      or the name or names of his nominees in which he wishes the certificate or
      certificates for shares of Common Stock to be issued. The corporation shall,
      as
      soon as practicable thereafter, issue and deliver at such office to such holder
      of Series B Preferred Stock or Series C Preferred Stock, or to his nominee
      or
      nominees, a certificate or certificates for the number of shares of Common
      Stock
      to which he shall be entitled as aforesaid, together with cash in lieu of any
      fraction of a share. Such conversion shall be deemed to have been made
      immediately prior to the close of business on the date of such surrender of
      the
      shares of Preferred Stock to be converted, and the person or persons entitled
      to
      receive the shares of Common Stock issuable upon conversion shall be treated
      for
      all purposes as the record holder or holders of such shares of Common Stock
      on
      such date.





(c)  Adjustment
      in Conversion Price.





(i)  Combinations
      or Subdivisions .
      If the
      corporation at any time or from time to time after the date of the first
      issuance of shares of the Series B Preferred Stock and Series C Preferred Stock
      ( the “ **Original
      Issue Date** ”)
      declares or pays any dividend on its Common Stock payable in Common Stock or
      in
      any right to acquire Common Stock, or effects a subdivision of the outstanding
      shares of Common Stock into a greater number of shares of Common Stock (by
      stock
      split, reclassification or otherwise), or if the outstanding shares of Common
      Stock is combined or consolidated, by reclassification or otherwise, into a
      lesser number of shares of Common Stock, then the Series B Conversion Price
      and
      Series C Conversion Price in effect immediately prior to such event shall,
      concurrently with the effectiveness of such event, be proportionately decreased
      or increased, as appropriate.





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(ii)  Reorganization;
      Recapitalization. If at
      any time or from time to time there shall be a reclassification or
      recapitalization of the capital stock of the corporation (other than a
      subdivision, reclassification, stock split or combination provided for elsewhere
      in this Section 4), any consolidation, merger, or reorganization of the
      corporation with or into another entity or entities, or the conveyance of all
      or
      substantially all of the assets of the corporation to another entity, each
      share
      of Series B Preferred Stock and Series C Preferred Stock shall thereafter be
      convertible into the number of shares of stock or other securities or property
      (including cash) to which to which a holder of the number of shares of Common
      Stock deliverable upon conversion of such shares would have been entitled on
      such reclassification, recapitalization, consolidation, merger, reorganization
      or conveyance. In any such case, appropriate adjustment shall be made in the
      application of the provisions of this Section 4 with respect to the rights
      of
      the holders of the Series B Preferred Stock and Series C Preferred Stock after
      the reclassification, recapitalization, consolidation, merger, reorganization
      or
      conveyance to the end that the provisions of this Section 4 (including
      adjustment of the Series B Conversion Price and Series C Conversion Price then
      in effect and the number of shares to be issued upon conversion of the Series
      B
      Preferred Stock and Series C Preferred Stock) shall be applicable after that
      event as nearly equivalent as may be practicable.





(iii)  Issuance
      of Additional Securities; Other Adjustments. Except
      as otherwise provided in this Section 4(c), the Series B Conversion Price and
      the Series C Conversion Price will not be adjusted upward or downward because
      of
      the issuance of additional securities after the Original Issue
      Date.





(d)  No
      Impairment.  This
      corporation will not, by amendment of its Certificate of
      Incorporation, or through reorganization, recapitalization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoi d
      the observance
      or performance of any of the terms to ** be
      observed or performed hereunder by this corporation,
      but will at all times in good faith assist in the carrying out of all the
      provisions of this Section
      4
      and in the taking of all such action
      as
      may be necessary or appropriate in order to protect the conversion rights of
      the
      holders of the Series B Preferred
      Stock and Series C Stock, respectively, against impairment.





(e)  Certificate
      as to Adjustments Upon the
      occurrence of each adjustment or readjustment
      of the Series B Conversion Price and Series C Conversion Price pursuant to
      this
      Section 4, this corporation,
      at its expense, shall promptly compute such ** adjustment
      or readjustment in accordance with
      the
      terms hereof and prepare and furnish to each holder of Series B Preferred Stock
      and each holder of Series C Preferred Stock a certificate setting
      forth such adjustment or readjustment and showing in detail the facts upon
      which
      such adjustment
      or readjustment is based. This corporation shall, upon the written request
      at
      any time of any holder of Series B Preferred Stock or Series C Preferred Stock,
      furnish or cause to be furnished to such holder a like certificate setting
      forth
      (a) such adjustment and readjustment, (b) the conversion price for such series
      of Preferred Stock at the time in effect, and (c) the number of shares of Common
      Stock and the amount, if any, of other property which at the time would be
      received upon the conversion of a share of Series B Preferred Stock and Series
      C
      Preferred Stock.




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(f)  Reservation
      of Stock Issuable Upon Conversion. This
      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 the
      shares of the Series B Preferred Stock and Series C 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 shares of the Series B Preferred Stock
      and Series C Preferred Stock.





(g)  Notices. Any
      notice required by the provisions of this Section 4 to be given to the holders
      of shares of Series B Preferred Stock or Series C Preferred Stock shall be
      deemed given if deposited in the United States mail, postage prepaid, and
      addressed to each holder of record at his address appearing on the books and
      the
      shares of this corporation.




5.  Voting Rights. Except
      as otherwise required by law and the provisions of this Section 5, the
      holders of Series B Preferred Stock and Series C Preferred Stock shall be
      entitled to notice of any stockholders' meeting in accordance with the Bylaws
      of
      the Corporation and to vote together with the holders of Common Stock as a
      single class of capital stock upon any matter submitted to stockholders for
      a
      vote. Holders of Series B Preferred Stock and Series C Preferred Stock
      shall have that number of votes per share equal to the number of shares of
      Common Stock into which each such share of each such series of Preferred Stock
      held by such holder, excluding any dividends accrued or paid on the Series
      B
      Preferred Stock, is convertible into at the record date for the determination
      of
      the stockholders entitled to vote on such matters or, if no such record date
      is
      established, at the date such vote is taken or any written consent of
      stockholders is solicited. Fractional votes shall not, however, be permitted
      and
      any fractional voting rights resulting from the foregoing formula (after
      aggregating all shares into which shares of Series B Preferred Stock and Series
      C Preferred Stock held by each holder could be converted) shall be rounded
      to
      the nearest whole number (with one-half being rounded upward).





6.   Protective
      Provisions. So long
      as at least 75% of the aggregate number of shares of Series B Preferred Stock
      and Series C Preferred Stock issued on the Original Issue Date (appropriately
      adjusted to reflect stock splits, stock dividends, reorganizations,
      consolidations and similar changes with respect to the Series B Preferred Stock
      and the Series C Preferred Stock occurring after the Original Issue Date),
      are
      outstanding, the corporation shall not, without the vote or written consent
      by
      the holders of at least a majority of the aggregate number of outstanding shares
      of Series B Preferred Stock and Series C Preferred Stock authorize or issue,
      or
      obligate itself to issue, any other equity security senior to the Series B
      Preferred Stock or Series C Preferred Stock as to dividend or redemption rights,
      liquidation preferences, conversion rights, voting rights or otherwise, or
      create any obligation or security convertible into or exchangeable for, or
      having any option rights to purchase, any such equity security which is senior
      to the Series B Preferred Stock or Series C Preferred Stock.





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7.  Status
      of Converted Stock. In the
      event any shares of Series B Preferred
      Stock or Series C Preferred Stock shall be converted pursuant to Section 4
      hereof, the shares so converted shall be cancelled and shall not be reissuable
      by the corporation, but shall be returned to the status of undesignated shares
      of Preferred Stock.








IN
      WITNESS WHEREOF, the undersigned have executed this certificate. Each of the
      undersigned declares under penalty of perjury that the matters set forth in
      the
      foregoing certificate are true of his own knowledge. Executed at Riverside,
      California effective April ___, 2008.




By:
            */s/
              Dennis Shogren*Dennis
              ShogrenChief
              Executive Officer


By:
            */s/
              Kenneth Cragun*Kenneth
              CragunSecretary




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