Exhibit
1.02


Amendment
to Agreement and Plan of Merger by and among Integrated Media Holdings, Inc.,
Telechem International, Inc., the Shareholders of Telechem International, Inc.,
Endavo Media and Communications, Inc., and TCI Acquisition Corp.






















AMENDMENT
TO




AGREEMENT
AND PLAN OF MERGER




This AMENDMENT TO AGREEMENT AND PLAN
OF MERGER (“Agreement”) is entered into as of February 11, 2008, by and
among Integrated Media Holdings, Inc., a Delaware corporation (“Integrated
Media”), TeleChem International, Inc., a Delaware corporation (“TeleChem”),
Rene’ A. Schena and Todd J. Martinsky, majority shareholders of TeleChem
(“Shareholders”), Endavo Media and Communications, Inc., a Delaware corporation
(“Endavo”) and TCI Acquisition Corp., a Nevada corporation, and wholly owned
subsidiary of Integrated Media (“Merger Sub”).  Integrated Media,
TeleChem, Endavo, Merger Sub and Shareholders are referred to collectively
herein as the “Parties.”




R E C I T A L
S:




As of the
5th
day of February, 2008 the Parties entered into an Agreement and Plan of Merger
(the “Plan”) whereby Merger Sub, upon the terms and subject to the conditions of
the Plan and in accordance with the applicable sections of the Nevada Revised
Statutes (“Nevada Law”) and General Corporation Law of Delaware (“Delaware
Law”), will merge with and into TeleChem (the
“Merger”).  Simultaneously with the merger of Merger Sub with and into
TeleChem, the Shareholders will exchange their TeleChem Shares for shares of the
common stock of Integrated Media.  Integrated Media will divest its
wholly-owned subsidiary, Endavo and Integrated Media will change its domicile
from Delaware to Nevada.




Pursuant
to the terms of the Plan, the Shareholders will be issued approximately 73.50%
of the issued and outstanding shares immediately after the
issuance.  The Plan contemplates that there will be a sufficient
number of authorized and unissued Integrated Media common stock after: (i)
reincorporation to Nevada and governance by the Nevada Articles, (ii) completion
of the reverse split of the outstanding Integrated Media common stock, (iii)
conversion of all outstanding shares of convertible preferred stock, and (iv)
conversion of all outstanding notes, bonds and debentures.




As a
result, the Merger may not be consummated until 20 days after the Form 14C is
mailed to the Integrated Media shareholders.  As presently filed with
the Securities and Exchange Commission, the 14C cannot be mailed any earlier
than February 17, 2008.




However,
the Parties desire to transfer control to the Shareholders and change the board
of directors of Integrated Media to the Shareholders on or about February 21,
2008.




Pursuant
to Section 2.11 of the Plan, Integrated Media will transfer all of its interest
in Endavo to Paul D. Hamm in exchange for the cancellation of 1,750,000 common
stock purchase options owned by Mr. Hamm. The Parties desire Integrated Media to
also transfer all of its interest in Bidchaser, Inc. to Paul D. Hamm without any
consideration.







THEREFORE, the Parties agree
to amend the Plan as follows:




The
Merger will be completed in two steps.  The first step on or about
February 21, 2008 by the issuance of 100,000 shares of preferred stock to the
Shareholders in the proportions set out on Exhibit A to the Plan that is
convertible upon completion of the second step of the Merger into 35,000,000
shares (73.50%) of the common stock to the in exchange for 100% of the equity
interests of TeleChem.  The terms of the preferred stock will, be
substantially conform to the designations attached as Exhibit
A.  After completion of the first step of the Merger, TeleChem will be
a wholly-owned subsidiary of Integrated Media and the present Shareholders will
own approximately 73.5% of the outstanding equity interest and voting rights of
the parent company, Integrated Media.




The
second step will be completed after: (i) reincorporation to Nevada and
governance by the Nevada Articles, (ii) completion of the reverse split of the
outstanding Integrated Media common stock, (iii) conversion of all outstanding
shares of convertible preferred stock, and (iv) conversion of all outstanding
notes, bonds and debentures.




Section
2.11 of the Plan is amended to include the transfer of all the interest of
Integrated Media in Bidchaser, Inc. to the same person and for the same
consideration as the transfer of Endavo.




Integrated
Media will adopt the assumed name ArrayIt Company upon completion of the first
step of the Merger.




All of
the remaining terms and conditions of the Plan shall be in full force and effect
as originally written.




IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.







INTEGRATED
      MEDIA HOLDINGS, INC.
            TELECHEM
      INTERNATIONAL, INC.a
      Delaware corporation
            a
      Delaware corporationBy:
              William
      L. Sklar, Chief Executive Officer
              Date:
      ________________________
            By:
              Rene’
      A. Schena, Chief Executive Officer
              Date:
      ________________________TCI
      ACQUISITION CORP.
            ENDAVO
      MEDIA AND COMMUNICATIONS, INC.a
      Nevada corporation
            a
      Delaware corporationBy:
              William
      L. Sklar, Chief Executive Officer
              Date:
      ________________________
            By:______________________________________
              Paul
      D. Hamm, Chief Executive Officer
              Date:
      _____________________________________________________________
              Rene’
      A. Schena, Individually
              Date:
      ________________________
            __________________________________________
              Todd
      J. Martinsky, Individually
              Date:
      ________________________










EXHIBIT
A




INTEGRATED
MEDIA HOLDINGS, INC.









CERTIFICATE
OF DESIGNATIONS




OF
THE




SERIES C
CONVERTIBLE PREFERRED STOCK,




LIQUIDATION
PREFERENCE $.001 PER SHARE









Pursuant
to Section 151 of the




General
Corporation Law of the State of Delaware









INTEGRATED MEDIA HOLDINGS, INC., a
corporation organized and existing under the laws of the State of Delaware (the
“Corporation”), does hereby certify that, pursuant to the authority conferred on
its board of directors (the “Board of Directors”) by its Certificate of
incorporation (the “Certificate of Incorporation”), as amended, and in
accordance with Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors (or, as to certain matters allowed by law, a
duly authorized committee thereof) adopted the following resolution establishing
a series of 100,000 shares of Preferred Stock of the Corporation designated as
“Series C Preferred Stock.”




RESOLVED,
that pursuant to the authority conferred on the Board of Directors of this
Corporation (the “Corporation”) by the Certificate of Incorporation, a series of
Preferred Stock, $.001 par value, of the Corporation be and hereby is
established and created, and that the designation and number of shares thereof
and the voting and other powers, preferences and relative, participating,
optional or other rights of the shares of such Series C and the qualifications,
limitations and restrictions thereof are as follows:









Convertible Preferred
Stock




1.           DESIGNATION.  This
series of Preferred Stock shall be designated “Series C Convertible Preferred
Stock” (the “SERIES C PREFERRED STOCK”).




2.           NUMBER OF SHARES AND PAR
VALUE.  The number of shares constituting the Series C
Preferred Stock shall be equal to 100,000.  Each share of the Series C
Preferred Stock shall have $.001 par value.







3.           RELATIVE
SENIORITY.  The Series C Preferred Stock shall, in respect of
the right to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Corporation, rank (a) pari passu
with the Common Stock (as defined below) of the Corporation and with any other
class or series of stock of the Corporation, the terms of which specifically
provide that such class or series shall rank pari passu with the Series C
Preferred Stock in respect of the right to participate in distributions or
payments in the event of any liquidation, dissolution or winding up of the
Corporation; and (b) junior to any other class or series of stock of the
Corporation, the terms of which specifically provide that such class or series
shall rank senior to the Series C Preferred Stock in respect of the right to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Corporation.  The term “COMMON STOCK”
shall mean all shares now or hereafter authorized of any class of common stock
of the Corporation.




4.           NO LIQUIDATION
PREFERENCE.  In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of
shares of any series of Preferred Stock, having a priority on liquidation
superior to that of the Series C Preferred Stock, the holders of shares of
Series C Preferred Stock shall be entitled to participate with the Common Stock
in all of the remaining assets of the Corporation available for distribution to
its stockholders, ratably with the holders of Common Stock in proportion to the
number of shares of Common Stock held by them, assuming for each holder of
Series C Preferred Stock on the record date for such distribution that each
holder was the holder of record of the number (including any fraction) of shares
of Common Stock into which the shares of Series C Preferred Stock then held by
such holder are then convertible.  A liquidation, dissolution, or
winding-up of the Corporation, as such terms are used in this Section 4, shall
not be deemed to be occasioned by or to include any merger of the Corporation
with or into one or more corporations or other entities, any acquisition or
exchange of the outstanding shares of one or more classes or series of the
Corporation, or any sale, lease, exchange, or other disposition of all or a part
of the assets of the Corporation.




5.           VOTING
RIGHTS.  Except as otherwise required by law, each share of
outstanding Series C Preferred Stock shall entitle the holder thereof to vote on
each matter submitted to a vote of the stockholders of the Corporation and to
have the number of votes equal to the number (including any fraction) of shares
of Common Stock into which such share of Series C Preferred Stock is then
convertible pursuant to the provisions hereof at the record date for the
determination of shareholders 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 becomes effective.  Except as otherwise
required by law or by this Certificate, the holders of shares of Common Stock
and Series C Preferred Stock shall vote together and not as separate
classes.







6.           DIVIDENDS AND
DISTRIBUTIONS.  If any dividend or other distribution payable
in cash, securities or other property, including a dividend payable in shares of
Common Stock, is declared on the Common Stock, each holder of shares of Series C
Preferred Stock on the record date for such dividend or distribution shall be
entitled to receive on the date of payment or distribution of such dividend or
other distribution the same cash, securities or other property which such holder
would have received on such record date if such holder was the holder of record
of the number (including any fraction) of shares of Common Stock into which the
shares of Series C Preferred Stock then held by such holder are then
convertible.  No dividend or other distribution shall be declared or
paid on the Common Stock unless an equivalent dividend or other distribution
that satisfies this Section 6 is declared or paid on the Series C Preferred
Stock.




7.           CONVERSION.  The
holders of the Series C Preferred Stock shall have conversion rights as
follows:




(a)
            Optional
      Conversion.  The holder of each share of Series C
      Preferred Stock shall have the right (the “CONVERSION RIGHT”), at such
      holder’s option, to convert such share at any time, without cost, on the
      terms of this Section 7, into the number of fully paid and non-assessable
      shares of Common Stock as specified by the Conversion Ratio that is in
      effect at the time of conversion; provided that, and only to the extent
      that, the Corporation has a sufficient number of shares of authorized but
      unissued and unreserved Common Stock available to issue upon
      conversion.  The initial “CONVERSION RATIO” for the Series C
      Preferred Stock is 350:1.  The Conversion Ratio shall be subject
      to adjustment from time to time as provided in this Section
    7.




(b)
            Mandatory
      Conversion.  Upon the occurrence of an Increase in
      Authorized Common Stock, each outstanding share of Series C Preferred
      Stock shall automatically be converted, without cost, on the terms set
      forth in this Section into the number of fully paid and non-assessable
      shares of Common Stock as specified by the Conversion Ratio that is in
      effect at the time of conversion.  An “INCREASE IN AUTHORIZED
      COMMON STOCK” shall be deemed to occur upon either (i) effectiveness of a
      filing in the office of the Secretary of State of Delaware, or such other
      state in which the Corporation is legally domiciled, of an amendment to
      (or amendment and restatement of) the Articles of Incorporation or other
      charter document of the Corporation that increases the number of
      authorized shares of Common Stock to a sufficient number (after taking
      into account all shares reserved for issuance by the Board of Directors)
      so as to enable the conversion of all outstanding shares of Series C
      Preferred Stock into such number of fully paid and non-assessable shares
      of Common Stock as specified by the Conversion Ratio then in effect, or
      (ii) the effective date of any other corporate action that enables the
      conversion of all outstanding shares of Series C Preferred Stock into such
      number of fully paid and non-assessable shares of Common Stock as
      specified by the Conversion Ratio then in
  effect.







(c)
            Mechanics of
      Conversion.




(i)
            Optional
      Conversion.  A holder of any share of Series C Preferred
      Stock may exercise the Conversion Right of such share by surrendering the
      certificate therefor, duly endorsed, at the office of the Corporation or
      of any transfer agent for the Series C Preferred Stock, together with a
      written notice to the Corporation which shall state: (A) that such holder
      elects to convert the same; and (B) the number of shares of Series C
      Preferred Stock being converted.  Thereupon the Corporation
      shall promptly issue and deliver to the holder of such shares a
      certificate or certificates for the number of whole shares of Common Stock
      to which such holder shall be entitled.  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
      fair market value (as determined in good faith by the Board of Directors
      of the Corporation) of the Common Stock.  If the certificate
      evidencing the Series C Preferred Stock being converted shall also
      evidence shares of Series C Preferred Stock not being converted, then the
      Corporation shall also deliver to the holder of such certificate a new
      stock certificate evidencing the Series C Preferred Stock not
      converted.  The conversion of any shares of Series C Preferred
      Stock shall be deemed to have been made immediately prior to the close of
      business on the date that the shares of Series C Preferred Stock to be
      converted are surrendered to the Corporation, 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 on such date.  Any
      dividends or distributions declared but unpaid at the time of conversion
      with respect to the Series C Preferred Stock so converted, including any
      dividends declared on the Common Stock to which the Series C Preferred
      Stock is entitled pursuant to Section 6 above, shall be paid to the holder
      of Common Stock issued upon conversion of the Series C Preferred Stock
      upon the payment date therefore.




The
      Corporation shall give written notice to each holder of a share of Series
      C Preferred Stock promptly upon the liquidation, dissolution or winding up
      of the Corporation, and not more than fifty (50) nor less than twenty (20)
      days before the anticipated date of consummation of any acquisition of the
      Corporation or any sale of all or substantially all of the assets of the
      Corporation and no such acquisition of the Corporation or sale of assets
      shall be effective until such notice shall have been
  given.




(ii)
            Mandatory
      Conversion.  The Corporation shall give written notice to
      each holder of a share of Series C Preferred Stock within ten (10) days
      after the effectiveness of an Increase in Authorized Common
      Stock.  Following the conversion of such shares, each holder of
      shares so converted may surrender the certificate therefor at the office
      of the Corporation or any transfer agent for the Series C Preferred
      Stock.  Upon such surrender, the Corporation shall issue and
      deliver to each holder a certificate or certificates for the number of
      whole shares of Common Stock to which such holder is
      entitled.  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 fair market value (as determined in good
      faith by the Board of Directors of the Corporation) of the Common
      Stock.







The
      conversion of shares of Series C Preferred Stock shall be effective
      simultaneously with the effectiveness of an Increase in Authorized Common
      Stock, whether or not the certificates representing such shares of Series
      C Preferred Stock shall have been surrendered or new certificates
      representing the shares of Common Stock into which such shares have been
      converted shall have been issued 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 on such date.  Any dividends or distributions
      declared but unpaid at the time of a mandatory conversion with respect to
      the Series C Preferred Stock so converted, including any dividends
      declared on the Common Stock to which the Series C Preferred Stock is
      entitled pursuant to Section 6 above, shall be paid on the payment date
      therefore.




(d)
            Adjustment of Conversion
      Ratio.  The Conversion Ratio for each share of Series C
      Preferred Stock and the kind of securities issuable upon the conversion of
      any share of Series C Preferred Stock shall be adjusted from time to time
      as follows:




(i)           Subdivision or Combination
of Shares.  If the Corporation at any time effects an increase
in the number of outstanding shares of Common Stock by subdivision, the
Conversion Ratio shall be increased in the same proportions as the Common Stock
is subdivided, in each case effective automatically upon, and simultaneously
with, the effectiveness of the subdivision which gives rise to the
adjustment.  If the Corporation at any time effects a decrease in the
number of outstanding shares of Common Stock by combination the Conversion shall
remain the same and unchanged.




(ii)           Reclassification,
Consolidation or Merger.  If at any time, as a result of (A) a
capital reorganization or reclassification (other than a subdivision or
combination which gives rise to an adjustment of the Conversion Ratio pursuant
to Section 7(d)(i)); or (B) a merger or consolidation of the Corporation with
another corporation (whether or not the Corporation is the surviving
corporation), the Common Stock issuable upon the conversion of the Series C
Preferred Stock shall be changed into or exchanged for the same or a different
number of shares of any class or classes of stock of the Corporation or any
other corporation, or other securities convertible into such shares, then, as a
part of such reorganization, reclassification, merger or consolidation,
appropriate adjustments shall be made in the terms of the Series C Preferred
Stock (or of any securities into which the Series C Preferred Stock is changed
or for which the Series C Preferred Stock is exchanged), so that: (x) the
holders of Series C Preferred Stock or of such substitute securities shall
thereafter be entitled to receive, upon conversion of the Series C Preferred
Stock or of such substitute securities, the kind and amount of shares of stock,
other securities, money and property which such holders would have received at
the time of such capital reorganization, reclassification, merger, or
consolidation, if such holders had converted their Series C Preferred Stock
immediately prior to such capital reorganization, reclassification, merger, or
consolidation, and (y) the Series C Preferred Stock or such substitute
securities shall thereafter be adjusted on terms as nearly equivalent as may be
practicable to the adjustments theretofore provided in this Section
7(d).  No consolidation or merger in which the Corporation is not the
surviving corporation shall be consummated unless the surviving corporation
shall agree, in writing, to the provisions of this Section
7(d)(ii).  The provisions of this Section 7(d)(ii) shall similarly
apply to successive capital reorganizations, reclassifications, mergers, and
consolidations.







(iii)           Other Action Affecting
Common Stock.  If at any time the Corporation takes any action
affecting its Common Stock which, in the opinion of the Board of Directors of
the Corporation, would have an adverse effect upon the Conversion Rights of the
Series C Preferred Stock and the foregoing conversion ratio adjustment
provisions are not strictly applicable but the failure to make any adjustment
would adversely affect the Conversion Rights, then the Conversion Ratio and the
kind of securities issuable upon the conversion of Series C Preferred Stock
shall be adjusted to preserve, without dilution, the Conversion Rights in such
manner and at such time as the Board of Directors of the Corporation may in good
faith determine to be equitable in the circumstances.




(iv)           Notice of
Adjustments.  Whenever the Conversion Ratio or the kind of
securities issuable upon the conversion of any one of or all of the Series C
Preferred Stock shall be adjusted pursuant to Sections 7(d)(i) - (iii) above,
the Corporation shall make a certificate signed by its Chief Financial Officer,
Secretary or Assistant Secretary, setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board of Directors of the Corporation made any determination hereunder), and the
Conversion Ratio and the kind of securities issuable upon the conversion of the
Series C Preferred Stock after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by first class mail postage prepaid) to
each holder of Series C Preferred Stock promptly after each
adjustment.




(e)           Full
Consideration.  All shares of Common Stock which shall be
issued upon the conversion of any Series C Preferred Stock (which is itself
fully paid and non-assessable) will, upon issuance, be fully paid and
non-assessable.  The Corporation will pay such amounts and will take
such other action as may be necessary from time to time so that all shares of
Common Stock which shall be issued upon the conversion of any Series C Preferred
Stock will, upon issuance and without cost to the recipient, be free from all
pre-emptive rights, taxes, liens and charges with respect to the issue
thereof.




(f)           No Impairment.  The
Corporation will not, by amendment of its Articles of Incorporation or through
any reorganization, 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 will at all times in good faith
assist in the carrying out of all the provisions of this Section 7 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 C Preferred Stock against
impairment.







(g)           Cancellation of Series C Preferred
Stock.  No share of Series C Preferred Stock acquired by the
Corporation upon conversion, redemption or purchase shall be reissued and all
such shares shall be canceled, retired and returned to the status of authorized
and unissued shares of undesignated preferred stock.  The Corporation
may take such appropriate corporate action to reduce the authorized number of
Series C Preferred Stock accordingly.




8.           PROTECTIVE
PROVISIONS.  In addition to any other rights provided by law,
so long as at least one share of Series C Preferred Stock is outstanding, the
Corporation shall not, without first obtaining the affirmative vote or written
consent of the holders of not less than a majority of the outstanding shares of
the Series C Preferred Stock voting together as a single class:




(a) amend
or repeal any provision of the Corporation’s Articles of Incorporation, Bylaws
or this Certificate of Designation if such action would materially and adversely
alter or change the preferences, rights, privileges or powers of, or the
restrictions provided for the benefit of, the Series C Preferred
Stock;




(b)
increase or decrease (other than by conversion) the total number of authorized
shares of Series C Preferred Stock;




(c)
create or issue any series or class, reclassify any authorized capital stock of
the Corporation into stock of any series or class, increase the authorized or
issued amount of any class or series of stock, or authorize, create, issue or
reclassify any obligation or security convertible or exchangeable into or
evidencing a right to purchase capital stock of any class or series, that ranks
prior to the Series C Preferred Stock as to dividends or rights upon
liquidation, dissolution or winding up;




(d) issue
any Common Stock after the date on which Series C Preferred Stock has been last
issued and sold, whether or not subsequently reacquired or retired by the
Corporation, for a consideration per share less than fair market value of the
Common Stock (as determined in good faith by the Board of Directors of the
Corporation) at such issuance or deemed issuance other than: (1) shares of
Common Stock issued in transactions giving rise to adjustments under Sections
7(d)(i) or (ii) above, (2) shares of Common Stock issued upon conversion of
shares of Series C Preferred Stock, or (3) shares issued upon the conversion of
Convertible Securities (as defined below) if the issuance of such Convertible
Securities did not violate Section 8(e) below;







(e) issue
any Convertible Securities with respect to which the Effective Price is less
than the fair market value of the Common Stock (as determined in good faith by
the Board of Directors of the Corporation), at such issuance or deemed
issuance.  “CONVERTIBLE SECURITIES” means all rights or options for
the purchase of, or stock or other securities convertible into, Common Stock
(other than Common Stock issued for the purposes set forth in Sections 8(d)(1)
or (2) above) or other Convertible Securities, whenever and each time
issued.  The “EFFECTIVE PRICE” with respect to any Convertible
Securities means the result of dividing: (1) the sum of (x) the total
consideration, if any, received by the Corporation for the issuance of such
Convertible Securities, plus (y) the minimum consideration, if any, payable to
the Corporation upon exercise or conversion of such Convertible Securities
(assuming that the full amount of securities issuable upon exercise or
conversion are issued), plus (z) the minimum consideration, if any, payable to
the Corporation upon exercise or conversion of any Convertible Securities
issuable upon exercise or conversion of such Convertible Securities, by: (2) the
maximum number of Common Stock (other than Common Stock issued for the purposes
set forth in Sections 8(d)(1) or (2) above) issuable upon exercise or conversion
of such Convertible Securities or of any Convertible Securities issuable upon
exercise or conversion of such Convertible Securities; or




(f) sell,
convey, or otherwise dispose of or encumber all or substantially all of its
property or business or merge or consolidate with any other corporation (other
than a wholly-owned subsidiary corporation) or effect any transaction or series
of related transactions in which more than fifty percent (50%) of the voting
power of the Corporation is disposed of.




9.           SEVERABILITY OF
PROVISIONS.  If any voting powers, preferences and relative,
participating, optional and other special rights of the Series C Preferred Stock
and qualifications, limitations and restrictions thereof set forth in this
resolution (as such resolution may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of Series C Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
resolution (as so amended) which can be given effect without the invalid,
unlawful or unenforceable voting powers, preferences and relative,
participating, optional and other special rights of Series C Preferred Stock and
qualifications, limitations and restrictions thereof shall, nevertheless, remain
in full force and effect, and no voting powers, preferences and relative,
participating, optional or other special rights of Series C Preferred Stock and
qualifications, limitations, and restrictions thereof herein set forth shall be
deemed dependent upon any other such voting powers, preferences and relative,
participating, optional or other special rights of Series C Preferred Stock and
qualifications, limitations and restrictions thereof unless so expressed
herein.




IN WITNESS WHEREOF, Integrated Media
Holdings, Inc. has caused this certificate to be signed by its President, and
its corporate seal to be hereunto affixed and attested by its Secretary, as of
the ____ day of February, 2008.














INTEGRATED
MEDIA HOLDINGS, INC.
















By:




William
L. Sklar, President and Secretary