CERTIFICATE
OF DESIGNATION


of
the


PREFERENCES,
RIGHTS, LIMITATIONS, QUALIFICATIONS AND RESTRICTIONS


of
the


SERIES
BCONVERTIBLEPREFERRED
STOCK


of


LEGEND
MEDIA, INC.





LEGEND MEDIA, INC. (the "Corporation"), a
corporation organized and existing under Chapter 78 of the Nevada Revised
Statutes, as amended (the "NRS"), hereby
certifies that, pursuant to the authority conferred upon the Board of Directors
of the Corporation (the "Board") by its
Amended and Restated Articles of Incorporation, as further amended, filed with
the Secretary of State of the State of Nevada on November 1, 2006 (the "Articles of
Incorporation"), and pursuant to the provisions of the NRS, the Board
adopted the following resolution providing for the authorization of 6,000,000
shares of the Corporation's Series B Convertible Preferred Stock, $0.001 par
value per share (the "Series B Preferred
Stock"):





RESOLVED, that pursuant to the
authority vested in the Board by the Corporation's Articles of Incorporation,
the Board hereby establishes the Series B Preferred Stock of the Corporation,
authorizes 6,000,000 shares of Series B Preferred Stock and determines the
designation, preferences, rights, qualifications, limitations and privileges of
Series B Preferred Stock of the Corporation as follows:





1.           Voting Rights.Except as otherwise
provided herein or as required by law, the Series B Preferred Stock shall be
entitled, notwithstanding any provision hereof, to notice of any stockholders'
meeting in accordance with the Bylaws of the Corporation and shall vote together
with the Corporation's common stock, $0.001 par value per share (the "Common Stock"), as a
single class at any annual or special meeting of stockholders of the Corporation
and may act by written consent in the same manner as the Common Stock, in either
case upon the following basis: each holder of shares of Series B Preferred Stock
(each, a "Holder" and
collectively, the "Holders") shall be
entitled to such number of votes as shall be equal to the whole number of shares
of Common Stock into which such Holder's aggregate number of shares of Series B
Preferred Stock are convertible pursuant to Section 3 below
immediately after the close of business on the record date fixed for such
meeting or the effective date of such written consent.





2.           Liquidation
Rights.





(a)           The Series
B Preferred Stock shall have no liquidation preference over the Common
Stock.  Accordingly, upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, after payment or provision
for payment of senior equity securities, debts, and other liabilities of the
Corporation, including but not limited to payments due to the holders of the
Corporation's Series A Convertible Preferred Stock, $0.001 par value per share,
the Holders of the Series B Preferred Stock shall share ratably with the holders
of the Common Stock, on an as-converted basis based upon the number of shares of
Common Stock issuable upon conversion of the shares of Series B Preferred Stock
held by each such Holder, in any distribution of the remaining assets and funds
of the Corporation.





(b)           The
following events shall be considered a liquidation for purposes of Section 2(a)
above:





(i)           any
merger, consolidation, business combination, reorganization or recapitalization
of the Corporation (other than any merger effected solely for the purpose of
changing the domicile of the Corporation) in which the Corporation is not the
surviving entity or in which the stockholders of the Corporation immediately
prior to such transaction own capital stock representing less than 50% of the
Corporation's voting power immediately after such transaction or any transaction
or series of related transactions in which capital stock representing in excess
of 50% of the Corporation's voting power is transferred; or





(ii)           a
sale, conveyance, transfer or other disposition of all or substantially all of
the assets of the Corporation.





(c)           Whenever
any distribution provided for in this Section 2 shall be
payable in securities or property other than cash, the value of such
distribution shall be the fair market value thereof as determined in good faith
by the Board.





3.           
Conversion
Rights.  The Holders of Series B Preferred Stock shall have the
following rights with respect to the conversion of Series B Preferred Stock into
shares of Common Stock pursuant to this Section
3:





(a)           Conversion.  Subject
to and in compliance with the provisions of this Section 3, all shares
of Series B Preferred Stock shall be automatically converted into fully paid and
nonassessable shares of Common Stock on such date that the Corporation's
Articles of Incorporation have been amended so that there is a sufficient number
of shares of Common Stock authorized by the Corporation to allow full conversion
of all outstanding shares of Series B Preferred Stock into Common
Stock.  The number of shares of Common Stock to which a Holder of
Series B Preferred Stock shall be entitled upon conversion shall be the product
obtained by multiplying the number of shares of Series B Preferred Stock being
converted by the then-effective Series B Conversion Rate (determined in
accordance with Section 3(b)
below).  The conversion shall be deemed to have been made immediately
prior to the close of business on the date of the automatic conversion, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date.





(b)           Series B Conversion
Rate.  The conversion rate for the Series B Preferred Stock
(the "Series B
Conversion Rate") initially shall be 20.  The Series B
Conversion Rate is subject to adjustment as provided in Section 3(c) and all
references herein to the Series B Conversion Rate shall mean the Series B
Conversion Rate as so adjusted.





(c)           Adjustment to the Series B
Conversion Rate.




(i)           If, at any
time or from time to time after the filing of this Certificate of Designation
with the Secretary of State of the State of Nevada (the "Original Series B Filing
Date"), the Corporation fixes a record date for the effectuation of a
split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock ("Common Stock
Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend distribution, split
or subdivision if no record date is fixed), the Series B Conversion Rate shall
be appropriately increased so that the number of shares of Common Stock issuable
on conversion of each share of Series B Preferred Stock shall be increased in
proportion to such increase of the aggregate of shares of Common Stock
outstanding and those issuable with respect to such Common Stock
Equivalents.


2




(ii)           If
the number of shares of Common Stock outstanding at any time after the Original
Series B Filing Date is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the Series B
Conversion Rate shall be appropriately decreased so that the number of shares of
Common Stock issuable on conversion of each share of Series B Preferred Stock
shall be decreased in proportion to such decrease in outstanding
shares.





(d)           Other
Distributions.  In the event the Corporation shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends),
then, in each such case for the purpose of this Section 3(d), the
Holders of the Series B Preferred Stock shall be entitled to a proportionate
share of any such distribution as though they were the holders of the number of
shares of Common Stock into which their shares of Series B Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
Common Stock of the Corporation entitled to receive such
distribution.





(e)           Recapitalizations.  If
at any time or from time to time there shall be a recapitalization of the Common
Stock (other than a subdivision, combination, merger or sale of assets
transaction provided for elsewhere in this Section 3) provision
shall be made so that the Holders of the Series B Preferred Stock shall
thereafter be entitled to receive upon conversion of the Series B Preferred
Stock the number of shares of stock or other securities or property of the
Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization.  In any
case, appropriate adjustment shall be made in the application of the provisions
of this Section
3 with respect to the rights of the Holders of the Series B Preferred
Stock after the recapitalization to the end that the provisions of this Section 3 (including
adjustment of the Series B Conversion Rate then in effect and the number of
shares purchasable upon conversion of the Series B Preferred Stock) shall be
applicable after that event as nearly equivalent as may be
practicable.





(f)           No
Impairment.  The Corporation shall not, by the amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but at all times shall in good faith assist in the carrying out of
all the provisions of this Section 3 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, against
impairment.


3


(g)           Mechanics of
Conversion.
Before any Holder of Series B Preferred Stock shall be entitled to receive
certificates representing shares of Common Stock issued upon automatic
conversion of Series B Preferred Stock, such Holder 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, and shall
give written notice to the Corporation at its principal corporate office of the
name or names in which the certificate or certificates for shares of Common
Stock are 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 to the nominee or nominees of such Holder, a certificate or
certificates for the number of shares of Common Stock to which such Holder shall
be entitled as aforesaid.





(h)           Certificate of
Adjustment.  In each case of an adjustment or readjustment of
the Series B Conversion Rate or the number of shares of Common Stock or other
securities issuable upon conversion of the Series B Preferred Stock, the
Corporation, at its expense, shall compute such adjustment or readjustment in
accordance with the provisions of this Section 3, prepare a
certificate showing such adjustment or readjustment and furnish such certificate
to each registered Holder of Series B Preferred Stock.  Such
certificate shall set forth such adjustment or readjustment, showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (i) the Series B Conversion Rate in effect before and after such
adjustment, and (ii) the type and amount, if any, of other property which at the
time would be received upon conversion of the Series B Preferred
Stock.





(i)           Notices of Record
Date.  Upon (i) any taking by the Corporation of a record of
the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution
or (ii) any voluntary or involuntary dissolution, liquidation or winding up of
the Corporation, in each case the Corporation shall furnish to each Holder of
Series B Preferred Stock at least 20 days prior to the record date specified
therein a notice specifying the date on which any such dissolution, liquidation
or winding up is expected to become effective.





(j)           Fractional
Shares.  No fractional shares of Common Stock shall be issued
upon conversion of Series B Preferred Stock.  All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of Series B Preferred Stock by a Holder thereof shall be aggregated for
purposes of determination whether the conversion would result in the issuance of
any fractional share.  If, after such aggregation, the conversion
would result in the issuance of any fractional share, in lieu of issuing any
fractional share, the Corporation shall round the number of shares of Common
Stock to be issued to the nearest whole number.





4.        
   Transferability. The
Series B Preferred Stock and any shares of Common Stock issued upon conversion
thereof, may only be sold, transferred, assigned, pledged or otherwise disposed
of ("Transfer")
in accordance with state and federal securities laws.  The Corporation
shall keep at its principal office a register of the Series B Preferred
Stock.  Upon the surrender of any certificate representing Series B
Preferred Stock at such place, the Corporation, at the request of the record
Holder of such certificate, shall execute and deliver (at the Corporation's
expense) a new certificate or certificates in exchange therefor representing in
the aggregate the number of shares represented by the surrendered
certificate.  Each such new certificate shall be registered in such
name and shall represent such number of shares as is requested by the Holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate.


4


6.       
    Amendment and
Waiver.  This Certificate of Designation shall not be amended,
either directly or indirectly or through merger or consolidation with another
entity, in any manner that would alter or change the powers, preferences or
special rights of the Series B Preferred Stock so as to affect them materially
and adversely without the prior approval of Holders of more than 50% of the
outstanding Series B Preferred Stock (the "Required
Holders").  Any amendment, modification or waiver of any of the
terms or provisions of the Series B Preferred Stock by the Required Holders,
whether prospectively or retroactively effective, shall be binding upon all
Holders of Series B Preferred Stock.





7.       
    Replacement.  Upon
receipt of evidence reasonably satisfactory to the Corporation (an affidavit of
the registered Holder shall be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any certificate evidencing shares of Series
B Preferred Stock, and in the case of any such loss, theft or destruction upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the Holder is a financial institution or other institutional investor its own
agreement shall be satisfactory) or in the case of any such mutilation upon
surrender of such certificate, the Corporation, at its expense, shall execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.





8.      
     Notices.  Any
notice required by the provisions of this Certificate of Designation shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified; (ii) when sent by confirmed facsimile if sent during
normal business hours of the recipient; if not, then on the next business day;
(iii) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All notices to the Corporation shall
be addressed to the Corporation's Chief Executive Officer at the Corporation's
principal place of business on file with the Secretary of State of the State of
Nevada.  All notices to stockholders shall be addressed to each holder
of record at the address of such holder appearing on the books of the
Corporation.





*
* * * *


5


IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to
be executed by Jeffrey Dash, an Executive Officer of the Corporation, this 26th
day of November, 2008.





By:
                  /s/
      JEFFREY DASHName:
      Jeffrey DashTitle:  
      Chief Financial Officer




6