EXHIBIT 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                          SUNCREST GLOBAL ENERGY CORP.

      Suncrest Global Energy Corp., a Nevada  corporation  (the  "Corporation"),
does hereby certify that:

First: The original articles of incorporation of the Corporation were filed with
the  Secretary  of State of Nevada on May 22,  2000 (the  "Original  Articles of
Incorporation").

Second:  The Board of Directors of the Corporation by unanimous  written consent
dated as of January 8, 2008,  adopted  resolutions  setting  forth the  proposed
amendments to the Original Articles of  Incorporation,  recommended the adoption
of the  resolutions  by the  stockholders  and called for the submission of such
amendments to the stockholders of the Corporation for their consideration.

Third: Thereafter, pursuant to Section 78.320 of the Nevada Private Corporations
Law (the "NPCL")  written  consents  dated as of January 15, 2008  approving the
amendments  set forth below were signed by holders of  outstanding  voting stock
having not less than the  minimum  number of votes that  would be  necessary  to
authorize  or take such  action at a  meeting  on such date at which all  shares
entitled to vote thereon were present and voted.

Fourth:  The amendments were duly adopted by the stockholders in accordance with
the NPCL.

Fifth:  The Original  Articles of  Incorporation  of the  Corporation are hereby
amended and restated to read as follows:

                                    ARTICLE I
                               NAME OF CORPORATION

      Effective  as of the date of the  filing  of these  Amended  and  Restated
Articles of Incorporation,  the Corporation's  name shall be "Beacon  Enterprise
Solutions Group, Inc."

                                   ARTICLE II
                            AUTHORIZED CAPITAL STOCK

      A. Classes of Stock. The aggregate number of shares the Corporation  shall
have  authority to issue shall be 70,000,000  shares of Common Stock,  par value
$0.001  per share  ("Common  Stock"),  and  4,500  shares  of  Preferred  Stock,
designated  Series A  Convertible  Preferred  Stock,  par value  $0.01 per share
("Series A Preferred Stock").  The previously  authorized but unissued Preferred
Stock of the  Corporation  existing  prior hereto,  shall be cancelled and of no
further force and effect.


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      B. Series A Preferred Stock.

            1. Voting Rights.

                  a. The holders of the shares of Series A  Preferred  Stock and
the holders of the  Corporation's  shares of Common Stock (the  "Common  Stock")
shall be entitled to vote on all matters  submitted  or required to be submitted
to a vote of the  stockholders  of the  Corporation and shall be entitled to the
number of votes equal to the number of shares of whole  Common  Stock into which
such  shares  of  Series A  Preferred  Stock  are  convertible  pursuant  to the
provisions  hereof,  at the record date for the  determination  of  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.
In each such case, except as otherwise  required by law or expressly provided in
Section  1(b)  herein,  the  holders of shares of Series A  Preferred  Stock and
Common Stock shall vote together and not as separate  classes.  Fractional votes
shall not, however, be permitted and any fractional voting rights resulting from
the above  formula  (after  aggregating  all  shares of Common  Stock into which
shares of Series A Preferred Stock held by each holder could be converted) shall
be rounded down to the nearest whole number.

                  b. So long as  twenty-five  (25%)  percent  of the  shares  of
Series  A  Preferred  Stock  originally   issued  by  the  Corporation   remains
outstanding  (as  appropriately   adjusted  for  any   recapitalization,   stock
combinations,  stock  dividends,  stock splits or similar events occurring after
the  original  issuance  date of any  shares of Series A  Preferred  Stock,  the
Corporation  will not,  directly or  indirectly,  including  without  limitation
through merger,  consolidation  or otherwise,  without the  affirmative  vote or
written  consent of the  holders of more than  fifty  percent  (50%) of the then
outstanding  shares of Series A  Preferred  Stock,  voting as a separate  class,
given in  writing  or by  resolution  adopted  at a duly  called  meeting of the
holders:

                        (i) Declare or pay any dividends on any shares of Common
Stock, or other  securities of the Corporation  without first paying in full, in
addition  to the Series A  Preferred  Stock  Dividend  (as  defined in Section 8
below)  accrued and unpaid through and including such date, the amount which the
holders  of Series A  Preferred  Stock  would  have  received  had the  Series A
Preferred Stock been converted for shares of Common Stock at the then applicable
Conversion Price (as defined in Section 3(c) below); or

                        (ii)  Directly  and/or  indirectly,   designate,  issue,
create or otherwise  permit to exist, any additional share of preferred stock or
other securities,  including  secured debt, of the Corporation  which, as to the
payment of dividends,  distribution  of assets,  redemptions,  voting,  interest
payments,  liquidation  payments  and/or  any other  type of  payment  or right,
including,  without  limitation,  distributions to be made upon the liquidation,
dissolution  or winding up of the  Corporation,  or upon the  merger,  Change of
Control,  consolidation  or sale  of the  assets  thereof,  is  directly  and/or
indirectly senior to and/or pari passu with the Series A Preferred Stock.

                        (iii) Directly and/or indirectly create, incur or assume
any liability or  indebtedness  for borrowed money  (collectively,  "New Debt"),
unless,  after the creation,  incurrence  or  assumption  of such New Debt,  the
Corporation  shall have an EBITDA Debt Service  Coverage Ratio,  calculated on a
pro forma trailing  twelve (12) month basis that is


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greater  than or equal to two (2).  For the purpose of this  Section  1(b)(iii),
"EBITDA" means in any fiscal period,  the  Corporation's  net income or net loss
(other than  extraordinary  or  non-recurring  items of the Corporation for such
period),  plus (i) the  amount of all  interest  expense,  income  tax  expense,
depreciation  expense  and  amortization  expense  of the  Corporation  for such
period,  and plus or minus (as the case may be) (ii) any other non-cash  charges
which  have been added or  subtracted,  as the case may be, in  calculating  the
Corporation's  net income for such period.  If the  Corporation's  accounting is
prepared on a consolidated  basis,  EBITDA shall be calculated on a consolidated
basis.  For the purpose of this Section  1(b)(iii),  "Debt Service" means, as of
the last day of each fiscal quarter of the Corporation, on a consolidated basis,
principal  due within  twelve (12) months  after such day,  and  interest on any
indebtedness for the current fiscal quarter  calculated on an annualized  basis.
For purposes of this Section  1(b)(iii)  "EBITDA  Debt Service  Coverage  Ratio"
means EBITDA divided by Debt Service.

            2. Value of Shares.

                  a. The stated value of each share of Series A Preferred  Stock
is equal to One Thousand Dollars ($1,000).

            3. Conversion of Shares. Shares of Series A Preferred Stock shall be
convertible  into  Common  Stock on the terms and  conditions  set forth in this
Section 3. The term  "Conversion  Shares"  shall mean the shares of Common Stock
issuable  upon  conversion  of the  shares  of  Series A  Preferred  Stock.  The
Corporation  shall not  issue any  fractional  shares of Common  Stock  upon any
conversion.  All shares of Common Stock (including  fractions  thereof) issuable
upon  conversion of more than one share of Series A Preferred  Stock by a holder
shall be aggregated  for purposes of determining  whether the  conversion  would
result  in  the  issuance  of  a  fractional   Common   Stock.   If,  after  the
aforementioned  aggregation,  the  issuance  would  result in the  issuance of a
fractional share of Common Stock, the Corporation shall, in lieu of issuing such
fractional  share,  issue one whole share of Common Stock to the holder thereof.
The Corporation  shall pay any and all taxes that may be payable with respect to
the issuance and delivery of shares of Common Stock upon conversion of shares of
Series A Preferred Stock unless such taxes result from the issuance of shares of
Common Stock upon conversion to a person other than the holder.

                  a. Optional Conversion. With respect to each share of Series A
Preferred  Stock,  at any time or times on or after the date of issuance of such
shares of Series A Preferred  Stock, any holder shall be entitled to convert all
or a portion of such holder's shares of Series A Preferred Stock into fully paid
and non-assessable  shares of Common Stock (each an "Optional  Conversion"),  in
accordance with this Section 3(a), Section 3(c) and Section 3(d).

                  b.  Mandatory  Conversion.  Each  share of Series A  Preferred
Stock shall  automatically  be converted into shares of Common Stock at the then
effective Conversion Price (the "Mandatory Conversion"), in accordance with this
Section 3(b), Section 3(c) and Section 3(d), upon the earlier of:

                        (i) the  closing  of an  underwritten,  firm  commitment
public  offering  pursuant  to an  effective  registration  statement  under the
Securities Act of 1933, as amended (the  "Securities  Act"),  in connection with
the offer and sale of shares of Common


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Stock for the  account of the  Corporation  resulting  in gross  proceeds to the
Corporation  of not less than  $20,000,000 (a "Qualified  Secondary  Offering");
provided  that the shares of Common Stock  issuable  upon the  conversion of the
shares of Series A Preferred Stock (the "Conversion  Shares") are (I) trading or
are quoted (as the case may be), on the Bulletin Board, NASDAQ, AMEX or the NYSE
(any of which shall hereinafter be referred to as an "Eligible Trading Medium"),
and (II)  registered  under the  Securities  Act for resale  without any selling
limitations and/or  restrictions longer than 180 days following the closing date
of the Qualifying Secondary Offering; or

                        (ii) the date upon which the shares of Common Stock have
for 20  consecutive  trading  days (A) closed at a price  equal to not less than
250% the then  Conversion  Price,  (B) averaged (I) not less than 200,000 shares
per day in volume and (II) there is an effective resale  registration  statement
covering the resale of the Conversion  Shares and the Conversion  Shares have no
direct and/or indirect selling  limitations and/or  restrictions,  and (III) the
Conversion  Shares are traded and/or quoted on an Eligible Trading Medium;  (the
"Mandatory Conversion Date").

                  c. Conversion  Price.  Subject to anti-dilution  adjustment as
provided in Section 3(e), upon an Optional  Conversion  pursuant to Section 3(a)
or a Mandatory  Conversion  pursuant to Section 3(b), the conversion  price (the
"Conversion Price") of each share of Series A Preferred Stock shall equal $0.75.
Upon a  conversion  pursuant to Section  3(a) or Section  3(b),  all accrued and
unpaid  dividends on the shares of Series A Preferred  Stock through the date of
conversion  shall  be paid in  additional  shares  of  Common  Stock  as if such
dividends had been paid in additional shares of Series A Preferred Stock rounded
up to the nearest whole number, and then automatically converted into additional
shares of Common  Stock in  accordance  with and pursuant to the terms set forth
herein.  Each share of Series A Preferred Stock will convert into that number of
shares of Common Stock determined by dividing the Stated Value by the Conversion
Price, as adjusted at the time of conversion.

                  d. Mechanics of Conversion.

                        (i) To convert  shares of Series A Preferred  Stock into
Conversion Shares pursuant to Section 3(a) on any date, the holder thereof shall
(i) transmit by facsimile  (or  otherwise  deliver),  for receipt on or prior to
11:59 p.m. Eastern Time on such date, a copy of an executed notice of conversion
(the "Optional  Conversion Notice") to the Corporation,  and (ii) surrender to a
common carrier for delivery to the Corporation within three (3) business days of
such date the Series A Preferred Stock  Certificates  (as  hereinafter  defined)
representing  the shares of Series A  Preferred  Stock  being  converted  (or an
indemnification  undertaking  with  respect to such  shares in the case of their
loss,  theft or destruction).  The term "Series A Preferred Stock  Certificates"
shall  mean the  original  certificates  representing  the  shares  of  Series A
Preferred Stock.

                        (ii)  Shares  of  Series  A  Preferred  Stock  converted
pursuant to Section  3(b) shall be deemed to be  converted  as of the  Mandatory
Conversion Date  notwithstanding  the date on which the Series A Preferred Stock
Certificates representing the shares of Series A Preferred Stock being converted
(or an  indemnification  undertaking  with respect to such shares in the case of
their loss, theft or destruction), are submitted to the


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<PAGE>

Corporation  in  connection  with such  conversion,  and such Series A Preferred
Stock  Certificates shall be deemed to represent the right to receive Conversion
Shares. To receive Conversion Shares subsequent to a Mandatory Conversion,  each
holder  shall (i)  transmit by  facsimile  (or  otherwise  deliver) a copy of an
executed  notice  of  conversion  (the  "Mandatory  Conversion  Notice")  to the
Corporation,  and  (ii)  surrender  to a  common  carrier  for  delivery  to the
Corporation  within three (3) business days of such  facsimile  transmission  or
delivery such holder's shares of Series A Preferred Stock Certificates.

                        (iii)  On  or  before  the  third  (3rd)   Business  Day
following  the  date of  receipt  of a fully  executed  and  completed  Optional
Conversion Notice or Mandatory  Conversion Notice (each a "Conversion  Notice"),
the  Corporation  shall (x) issue and deliver to the address as specified in the
Conversion  Notice,  a certificate,  registered in the name of the holder or its
designee,  for the number of shares of Common Stock to which the holder shall be
entitled,  or (y) provided that the Conversion Shares have been registered under
the Securities Act, upon the request of a holder,  credit such aggregate  number
of shares of Common Stock to which the holder shall be entitled to such holder's
or its designee's balance account with the Depository Trust Corporation  through
its  Deposit  Withdrawal  Agent  Commission  system.  If the number of shares of
Series  A  Preferred   Stock   represented  by  the  Series  A  Preferred  Stock
Certificate(s)  submitted for conversion  pursuant to Section 3(d)(i) is greater
than the number of shares of Series A Preferred Stock being converted,  then the
Corporation  shall,  as soon as practicable and in no event later than three (3)
business days after receipt of the Series A Preferred Stock  Certificate(s)  and
at its own  expense,  issue and  deliver  to the  holder  thereof a new Series A
Preferred  Stock  certificate  representing  the  number  of  shares of Series A
Preferred  Stock not  converted.  The person or persons  entitled to receive the
shares  of  Common  Stock  issuable  upon a  conversion  of  shares  of Series A
Preferred  Stock  shall be treated  for all  purposes  as the  record  holder or
holders of such shares of Common Stock on the applicable conversion date.

                  e. Anti-Dilution Provisions. The Conversion Price in effect at
any time and the number and kind of securities  issuable upon  conversion of the
shares of Series A Preferred  Stock shall be subject to adjustment  from time to
time upon the happening of certain events as follows:

                        (i) Adjustment for Stock Splits and Combinations. If the
Corporation  at any time or from time to time on or after the Original  Issuance
Date  effects a  subdivision  of the  outstanding  shares of Common  Stock,  the
Conversion Price then in effect  immediately  before that  subdivision  shall be
proportionately  decreased,  and  conversely,  if the Corporation at any time or
from  time  to  time  on or  after  the  Original  Issuance  Date  combines  the
outstanding  shares  of  Common  Stock  into a smaller  number  of  shares,  the
Conversion  Price then in effect  immediately  before the  combination  shall be
proportionately  increased.  Any  adjustment  under this Section  3(e)(i)  shall
become  effective  at the  close of  business  on the date  the  subdivision  or
combination becomes effective.

                        (ii) Adjustment for Certain Dividends and Distributions.
If the  Corporation  at any time or from time to time on or after  the  Original
Issuance Date makes or fixes a record date for the  determination  of holders of
shares of Common  Stock  entitled to receive,  a dividend or other  distribution
payable in additional shares of Common Stock, then and


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in each such event the Conversion  Price then in effect shall be decreased as of
the time of such issuance or, in the event such record date is fixed,  as of the
close of business on such record date, by multiplying the Conversion  Price then
in effect by a fraction (1) the numerator of which is the total number of shares
of Common Stock  issued and  outstanding  immediately  prior to the time of such
issuance or the close of business on such record date and (2) the denominator of
which shall be the total number of shares of Common Stock issued and outstanding
immediately  prior to the time of such issuance or the close of business on such
record  date plus the number of shares of Common  Stock  issuable  in payment of
such dividend or distribution;  provided,  however,  that if such record date is
fixed and such dividend is not fully paid or if such  distribution  is not fully
made on the date  fixed  therefor,  the  Conversion  Price  shall be  recomputed
accordingly  as of the close of business on such record date and  thereafter the
Conversion  Price shall be adjusted  pursuant to this Section 3(e)(ii) as of the
time of actual payment of such dividends or distributions.

                        (iii) Adjustments for Other Dividends and Distributions.
In the  event the  Corporation  at any time or from time to time on or after the
Original  Issuance Date makes, or fixes a record date for the  determination  of
holders of shares of Common  Stock  entitled  to  receive,  a dividend  or other
distribution  payable in  securities  of the  Corporation  other than  shares of
Common Stock,  then and in each such event  provision  shall be made so that the
holders of shares of Series A Preferred  Stock  shall  receive  upon  conversion
thereof,  in  addition  to the  number  of shares  of  Common  Stock  receivable
thereupon,  the amount of  securities of the  Corporation  which they would have
received had their shares of Series A Preferred Stock been converted into shares
of Common  Stock on the date of such event and had they  thereafter,  during the
period  from  the date of such  event  to and  including  the  conversion  date,
retained such  securities  receivable  by them as aforesaid  during such period,
subject  to all other  adjustments  called  for during  such  period  under this
Section 3(e) with respect to the rights of the holders of the shares of Series A
Preferred Stock.

                        (iv)  Adjustment  for  Reclassification,   Exchange  and
Substitution. In the event that at any time or from time to time on or after the
Original  Issuance Date, the shares of Common Stock issuable upon the conversion
of the  shares  of  Series  A  Preferred  Stock  is  changed  into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification  or otherwise  (other than a subdivision  or
combination   of  shares  or  stock  dividend  or  a   reorganization,   merger,
consolidation  or sale of assets,  provided for elsewhere in this Section 3(e)),
then and in any such event  each  holder of shares of Series A  Preferred  Stock
shall have the right  thereafter  to convert such stock into the kind and amount
of  stock   and   other   securities   and   property   receivable   upon   such
recapitalization,  reclassification  or other change,  by holders of the maximum
number of shares of Common  Stock into which such  shares of Series A  Preferred
Stock  could have been  converted  immediately  prior to such  recapitalization,
reclassification  or  change,  all  subject to further  adjustment  as  provided
herein.

                        (v) Reorganizations, Mergers, Consolidations or Sales of
Assets.  If at any time or from time to time on or after the  Original  Issuance
Date there is a capital reorganization of the shares of Common Stock (other than
a recapitalization,  subdivision,  combination,  reclassification or exchange of
shares provided for elsewhere in this Section 3(e)) or a merger or consolidation
of the Corporation with or into another corporation, or the sale of all


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or  substantially  all of the  Corporation's  properties and assets to any other
person, then, as a part of such reorganization,  merger,  consolidation or sale,
provision  shall be made so that the holders of the shares of Series A Preferred
Stock shall  thereafter be entitled to receive upon  conversion of the shares of
Series A Preferred  Stock the number of shares of stock or other  securities  or
property to which a holder of the number of shares of Common  Stock  deliverable
upon conversion would have been entitled on such capital reorganization, merger,
consolidation,  or sale. In any such case,  appropriate adjustment shall be made
in the  application  of the  provisions of this Section 3(e) with respect to the
rights  of the  holders  of the  shares of Series A  Preferred  Stock  after the
reorganization,  merger, consolidation or sale to the end that the provisions of
this Section 3(e) (including  adjustment of the Conversion  Price then in effect
and the number of shares  purchasable  upon conversion of the shares of Series A
Preferred  Stock)  shall  be  applicable  after  that  event  and  be as  nearly
equivalent as is practicable.


                        (vi) Sale of Shares Below Conversion Price.

                              (A) If at any time or from time to time  following
the  Original  Issuance  Date  but  prior  to an event  triggering  a  Mandatory
Conversion  pursuant to Section 3(b) hereof, the Corporation issues or sells, or
is deemed by the express  provisions of this Section  3(e)(vi) to have issued or
sold, shares of Additional Common Stock (as hereinafter defined),  other than as
a  dividend  or other  distribution  on any class of stock and other than upon a
subdivision or combination of shares of Common Stock, in either case as provided
in Section 3(e)(i) above,  for an Effective Price (as hereinafter  defined) less
than the then  existing  Conversion  Price,  then and in each such case the then
existing Conversion Price shall be reduced, as of the opening of business on the
date of such issue or sale,  to a price  equal to the  Effective  Price for such
shares of Additional Common Stock.

                              (B) For  the  purpose  of  making  any  adjustment
required under Section 3(e)(vi),  the consideration  received by the Corporation
for any issue or sale of securities  shall (I) to the extent it consists of cash
be  computed  at the amount of cash  received  by the  Corporation,  (II) to the
extent it consists of property other than cash, be computed at the fair value of
that  property  as  determined  in good faith by the  Board,  (III) if shares of
Additional  Common Stock,  Convertible  Securities (as  hereinafter  defined) or
rights or  options to  purchase  either  shares of  Additional  Common  Stock or
Convertible  Securities  are  issued  or  sold  together  with  other  stock  or
securities or other assets of the Corporation  for a consideration  which covers
both,  be computed as the portion of the  consideration  so received that may be
reasonably  determined in good faith by the Board to be allocable to such shares
of Additional  Common Stock,  Convertible  Securities or rights or options,  and
(IV) be computed after reduction for all expenses  payable by the Corporation in
connection with such issue or sale.

                              (C) For the  purpose  of the  adjustment  required
under Section 3(e)(vi), if the Corporation issues or sells any rights,  warrants
or options for the purchase of, or shares or other  securities  convertible into
or  exchangeable  for,  shares of Additional  Common Stock (such  convertible or
exchangeable shares or securities being hereinafter  referred to as "Convertible
Securities")  and if the  Effective  Price of such shares of  Additional  Common
Stock is less than the  Conversion  Price then in effect,  then in each case the
Corporation  shall be deemed to have issued at the time of the  issuance of such
rights, warrants, options or Convertible Securities the maximum number of shares
of Additional Common Stock issuable upon exercise,


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conversion  or exchange  thereof and to have received as  consideration  for the
issuance  of  such  shares  an  amount   equal  to  the  total   amount  of  the
consideration,  if any,  received by the  Corporation  for the  issuance of such
rights, warrants,  options or Convertible Securities,  plus, in the case of such
rights,  warrants or  options,  the minimum  amounts of  consideration,  if any,
payable  to the  Corporation  upon the  exercise  of such  rights,  warrants  or
options,  plus, in the case of Convertible  Securities,  the minimum  amounts of
consideration, if any, payable to the Corporation (other than by cancellation of
liabilities or obligations  evidenced by such  Convertible  Securities) upon the
conversion or exchange thereof.  No further  adjustment of the Conversion Price,
adjusted  upon the issuance of such  rights,  warrants,  options or  Convertible
Securities,  shall be made as a result  of the  actual  issuance  of  shares  of
Additional Common Stock on the exercise of any such rights,  warrants or options
or the conversion or exchange of any such  Convertible  Securities.  If any such
rights or options or the  conversion or exchange  privilege  represented  by any
such  Convertible  Securities  shall expire without having been  exercised,  the
Conversion Price adjusted upon the issuance of such rights, warrants, options or
Convertible  Securities  shall be readjusted to the Conversion Price which would
have  been in effect  had an  adjustment  been  made on the basis  that the only
shares of Additional Common Stock so issued were the shares of Additional Common
Stock, if any, actually issued or sold on the exercise of such rights, warrants,
or options or rights of conversion or exchange of such  Convertible  Securities,
and such shares of Additional  Common Stock, if any, were issued or sold for the
consideration actually received by the Corporation upon such exercise,  plus the
consideration,  if any, actually received by the Corporation for the granting of
all such  rights,  warrants,  or  options,  whether or not  exercised,  plus the
consideration  received  for  issuing  or  selling  the  Convertible  Securities
actually  converted  or  exchanged,  plus the  consideration,  if any,  actually
received  by the  Corporation  (other than by  cancellation  of  liabilities  or
obligations  evidenced by such  Convertible  Securities)  on the  conversion  or
exchange of such Convertible Securities.

                              (D) For the  purpose  of the  adjustment  required
under Section 3(e)(vi),  if the Corporation issues or sells, or is deemed by the
express  provisions  of this Section 3(e) to have issued or sold,  any rights or
options for the purchase of Convertible Securities and if the Effective Price of
the shares of Additional Common Stock underlying such Convertible  Securities is
less  than the  Conversion  Price  then in  effect,  then in each  such case the
Corporation  shall be deemed to have issued at the time of the  issuance of such
rights or  options  the  maximum  number of shares of  Additional  Common  Stock
issuable  upon  conversion  or  exchange  of the  total  amount  of  Convertible
Securities   covered  by  such  rights  or  options  and  to  have  received  as
consideration  for the  issuance of such shares of  Additional  Common  Stock an
amount equal to the amount of consideration, if any, received by the Corporation
for the issuance of such rights,  warrants or options,  plus the minimum amounts
of  consideration,  if any, payable to the Corporation upon the exercise of such
rights,  warrants or options, plus the minimum amount of consideration,  if any,
payable  to the  Corporation  (other  than by  cancellation  of  liabilities  or
obligations  evidenced by such  Convertible  Securities)  upon the conversion or
exchange of such Convertible Securities. No further adjustment of the Conversion
Price, adjusted upon the issuance of such rights,  warrants or options, shall be
made as a result of the actual issuance of the  Convertible  Securities upon the
exercise  of such  rights,  warrants  or options or upon the actual  issuance of
shares of  Additional  Common  Stock upon the  conversion  or  exchange  of such
Convertible   Securities.   The  provisions  of  paragraph  (C)  above  for  the
readjustment of the Conversion Price upon the expiration of rights,  warrants or
options or the


                                       8
<PAGE>

rights of conversion or exchange of Convertible  Securities  shall apply mutatis
mutandis to the rights,  warrants options and Convertible Securities referred to
in this paragraph (D).

                              (E)  "Additional  Common  Stock"  shall  mean  all
shares  of  Common  Stock  issued by the  Corporation  on or after the  Original
Issuance  Date,  whether  or  not  subsequently  reacquired  or  retired  by the
Corporation,  other than (I) the Conversion Shares,  (II) shares of Common Stock
issuable upon exercise of warrants  ("Warrants")  issued in connection  with the
sale of the shares of Series A Preferred  Stock,  (III)  shares of Common  Stock
issuable  upon  exercise  of  warrants,   options  and  convertible   securities
outstanding  as of the Original  Issuance Date  (provided that the terms of such
warrants, options and convertible securities are not modified after the Original
Issuance Date to adjust the exercise price other than pursuant to  anti-dilution
provisions),  (IV) shares of Common Stock issued to employees of the Corporation
or any Subsidiary pursuant to stock option plans or other arrangements  approved
by the Board or pursuant to guidelines approved by the Board or upon exercise of
options  or  warrants  granted  to such  parties  pursuant  to any such  plan or
arrangement,  (V) shares of Common Stock issued in connection with  acquisitions
(including,  but not  limited  to,  the Phase I  Acquisitions  as defined in the
Private Placement  Memorandum dated October 19, 2007),  mergers,  joint ventures
and other  similar  transactions  approved  by the Board,  (VI) shares of Common
Stock  issued  pursuant  to any  event  for  which  adjustment  is  made  to the
Conversion  Price under  Section 3(e) hereof or to the exercise  price under the
anti-dilution provisions of any warrants outstanding as of the Original Issuance
Date or the  Warrants,  (VII)  shares of Common  Stock  issued  or  issuable  to
customers,  suppliers or other strategic partners provided that such issuance is
approved  by the Board,  (VIII)  shares of Common  Stock  issued or  issuable to
banks,   equipment  lessors  or  other  financial  institutions  pursuant  to  a
commercial leasing or debt financing transaction approved by the Board, (IX) any
other issuance of securities  approved by an affirmative vote or written consent
of the holders of more than fifty percent (50%) of the then  outstanding  shares
of Series A  Preferred  Stock.  The  "Effective  Price" of shares of  Additional
Common Stock shall mean the quotient  determined by dividing the total number of
shares of Additional  Common Stock issued or sold, or deemed to have been issued
or sold by the  Corporation  under this  Section  3(e)(vi),  into the  aggregate
consideration  received, or deemed to have been received, by the Corporation for
such issue under this Section  3(e)(vi),  for such shares of  Additional  Common
Stock. "Fair Market Value" shall mean as of any date (i) if the shares of Common
Stock are listed on a national securities  exchange,  the average of the closing
prices as reported for composite transactions during the twenty (20) consecutive
trading days preceding the trading day immediately  prior to such date or, if no
sale  occurred on a trading day, then the mean between the closing bid and asked
prices on such  exchange on such trading day; (ii) if shares of Common Stock are
not so listed but are traded on the NASDAQ, the average of the closing prices as
reported on the NASDAQ during the twenty (20) consecutive trading days preceding
the  trading  day  immediately  prior to such date or, if no sale  occurred on a
trading day, then the mean between the highest bid and lowest asked prices as of
the close of business on such trading day, as reported on the NASDAQ;  or if not
then included for quotation on the NASDAQ,  the average of the highest  reported
bid and lowest  reported asked prices as reported by the OTC Bulletin  Board, as
the case may be, or (iii) if the  shares of Common  Stock are not then  publicly
traded,  the fair market price, not less than book value thereof,  of the shares
of Common Stock as determined in good faith by the Board.


                                       9
<PAGE>

                              (F)  Other  than  a  reduction   pursuant  to  its
applicable  anti-dilution  provisions,  any reduction in the Conversion Price of
any Convertible Securities, whether outstanding on the Original Issuance Date or
thereafter,  or the price of any option,  warrant or right to purchase shares of
Common Stock or any Convertible Security (whether such option,  warrant or right
is outstanding  on the Original  Issuance Date or  thereafter),  to an Effective
Price less than the current  Conversion Price, shall be deemed to be an issuance
of such  Convertible  Security and all such options,  warrants or rights at such
Effective Price, and the provisions of Sections  3(e)(vi)(C),  (D) and (E) shall
apply thereto mutatis mutandis.

                              (G)  Any  time  an   adjustment  is  made  to  the
Conversion Price pursuant to Section 3(e), a corresponding  proportionate change
shall be made to the number of shares of Common Stock  issuable upon  conversion
of each share of Series A Preferred Stock.

                  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  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
shares of Series A Preferred Stock against impairment.

                  g. Certificate as to Adjustments.  Upon the occurrence of each
adjustment or readjustment  of the Conversion  Price pursuant to this Section 3,
the  Corporation  at its expense  shall  promptly  compute  such  adjustment  or
readjustment  in accordance  with the terms hereof and furnish to each holder of
shares of Series A Preferred  Stock a certificate  setting forth such adjustment
or  readjustment  and showing in detail the facts upon which such  adjustment or
readjustment is based.  The Corporation  shall,  upon the written request at any
time of any holder of shares of Series A Preferred Stock, furnish or cause to be
furnished to such holder a like  certificate  setting forth (i) such adjustments
and  readjustments,  (ii) Conversion Price at the time in effect,  and (iii) 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 the shares of Series A
Preferred Stock.

                  h.  Status of  Converted  Shares.  In the event any  shares of
Series A Preferred  Stock shall be converted  pursuant to Section 3 hereof,  the
shares of Series A Preferred  Stock so converted shall be canceled and shall not
be reissued as shares of Series A Preferred Stock.

                  i. Stock Purchase Rights. If at any time or from time to time,
the  Corporation  grants or issues to the record holders of the shares of Common
Stock any options,  warrants or rights  (collectively,  "Stock Purchase Rights")
entitling  any  holder of shares of Common  Stock to  purchase  shares of Common
Stock or any  security  convertible  into or  exchangeable  for shares of Common
Stock or to  purchase  any other stock or  securities  of the  Corporation,  the
holders of shares of Series A Preferred Stock shall be entitled to acquire, upon
the terms applicable to such Stock Purchase Rights, the aggregate Stock Purchase
Rights which


                                       10
<PAGE>

such holders of shares of Series A Preferred  Stock could have  acquired if they
had been the  record  holder of the  maximum  number  of shares of Common  Stock
issuable upon conversion of their shares of Series A Preferred Stock on both (x)
the record date for such grant or issuance of such Stock  Purchase  Rights,  and
(y) the date of the grant or issuance of such Stock Purchase Rights.

            4.  Assumption  and  Provision  Upon  Organic  Change.  Prior to the
consummation  of any Organic Change (as defined below),  the  Corporation  shall
make  appropriate  provision to ensure that each of the holders of the shares of
Series A Preferred  Stock will  thereafter have the right to acquire and receive
in lieu of or in  addition  to (as the case may be) the  shares of Common  Stock
immediately  theretofore  acquirable and receivable  upon the conversion of such
holder's shares of Series A Preferred Stock such shares of stock,  securities or
assets  that would  have been  issued or payable  in such  Organic  Change  with
respect to or in exchange  for the number of shares of Common  Stock which would
have been  acquirable and receivable upon the conversion of such holder's shares
of Series A Preferred  Stock into shares of Common  Stock  immediately  prior to
such Organic  Change.  The following shall  constitute an "Organic  Change:" any
recapitalization,  reorganization,  reclassification,  consolidation  or merger,
sale of all or substantially all of the  Corporation's  assets to another Person
or other  transaction  which is effected in such a way that holders of shares of
Common  Stock are  entitled  to  receive  (either  directly  or upon  subsequent
liquidation)  shares,  securities  or assets with  respect to or in exchange for
shares of Common Stock.

            5. Reservation of Authorized  Shares. The Corporation shall, so long
as any of the  shares of Series A  Preferred  Stock  are  outstanding,  take all
action  necessary  to  reserve  and keep  available  out of its  authorized  and
unissued  shares of Common  Stock,  solely  for the  purpose  of  effecting  the
conversion  of the shares of Series A  Preferred  Stock,  100% of such number of
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of all of the shares of Series A Preferred Stock then outstanding.

            6.  Liquidation,  Dissolution,  Winding-Up.  In  the  event  of  any
Liquidation (as defined below) of the Corporation,  the holders of the shares of
Series A  Preferred  Stock shall be entitled to receive out of the assets of the
Corporation  legally  available for  distribution  therefrom  (the  "Liquidation
Funds") on a pro rata basis,  before any amount  shall be paid to the holders of
any of the capital stock of the  Corporation  of any class junior in rank to the
shares of Series A  Preferred  Stock in  respect  of the  preferences  as to the
distributions  and payments on a Liquidation of the  Corporation,  an amount per
share of Series A Preferred  Stock equal to the product of (i) 125% and (ii) the
sum of (a) the  Stated  Value of all  shares of Series A  Preferred  Stock  then
outstanding  and (b) all  dividends,  if any,  which have accrued or are payable
under  Section 8 hereof,  but have not been paid and  received by the holders of
the  shares of  Series A  Preferred  Stock,  up to and  including  the date full
payment is tendered to the holder of such share of Series A Preferred Stock with
respect  to  such  Liquidation   (collectively,   the  "Non  Change  of  Control
Liquidation  Preference");  provided,  however, that notwithstanding anything to
the contrary  provided  herein or elsewhere,  in the event that a Liquidation is
caused as a result of a Change of Control  (as  defined  below),  each holder of
shares of Series A  Preferred  Stock shall be entitled to receive in addition to
the Non Change of Control Liquidation  Preference,  such additional amounts that
each such holder would have  received in the  Liquidation,  had it converted its
shares of Series A Preferred Stock into shares of Common Stock immediately prior


                                       11
<PAGE>

to the  Liquidation.  If,  upon  any  Liquidation,  the  Liquidation  Funds  are
insufficient  to pay,  issue or deliver  the full  amount due to the  holders of
shares  of Series A  Preferred  Stock,  then  each  holder of shares of Series A
Preferred Stock shall receive a percentage of the Liquidation Funds equal to the
full  amount of  Liquidation  Funds  payable  to such  holder  as a  liquidation
preference,  as a percentage of the full amount of Liquidation  Funds payable to
all holders of shares of Series A Preferred Stock. No holder of shares of Series
A Preferred  Stock shall be entitled to receive any amounts with respect thereto
upon any Liquidation other than the amounts provided for herein; provided that a
holder of shares of Series A  Preferred  Stock  shall be entitled to all amounts
previously  accrued  with  respect  to  amounts  owed  hereunder.  The  form  of
consideration  in which the Liquidation  Preference is to be paid to the holders
of the shares of Series A Preferred  Stock as provided in this Section (6) shall
be the form of consideration received by the Corporation or the other holders of
the Corporation's capital stock, as the case may be.

            "Liquidation"  means  any of the  following:  (i)  any  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
(ii) filing for  bankruptcy  pursuant to applicable  federal  and/or state laws,
(iii) any actions that  directly  and/or  indirectly  are  construed as steps in
taking the Corporation private,  including,  but not limited to, failure to file
SEC  Reports  in a  timely  fashion,  the  Corporation,  any  affiliate  of  the
Corporation  and/or  any  person at the direct  and/or  indirect  request of the
Corporation  buying shares of issued and outstanding  Corporation  Stock, of the
filing of a Form 15,  the  shares of Common  Stock no longer  are  eligible  for
quotation  on the NASD  Bulletin  Board,  the  Corporation's  Board of Directors
and/or  shareholders  meeting  and/or  through  resolutions,  adopts  or calls a
meeting  authorizing  the Corporation to undertake any of the above such actions
("Going Private Actions"), or (iv) any Change of Control.

            "Change of Control"  means (i) a change in the voting control of the
Corporation such that any one person, entity or "group" (as contemplated by Rule
13d-5(b)(1) under the Securities Exchange Act of 1934, as amended) acquires from
the Corporation in one or more, including a series of, transactions the right to
cast  greater  than 50% of votes  eligible  to be cast by all holders of capital
stock of the  Corporation  in the  election  of  directors  of the  Corporation,
provided  that such  transaction  is approved by the Board or (ii) any merger or
consolidation  of the Corporation with or into another entity or any sale of all
or substantially all of the assets of the Corporation.

            7.  Preferred  Rank.  All shares of Common  Stock shall be of junior
rank to all  shares  of  Series  A  Preferred  Stock in all  respects  as to the
preferences as to distributions  and payments upon the liquidation,  dissolution
and  winding up of the  Corporation.  The  rights of the shares of Common  Stock
shall be subject to the  preferences and relative rights of the shares of Series
A Preferred  Stock. For so long as any shares of Series A Preferred Stock remain
outstanding,  the Corporation  shall not, without the express written consent of
holders owning no less than a majority of the aggregate Stated Value of the then
issued  and  outstanding  shares  of  Series A  Preferred  Stock  (a)  create or
authorize any other class or series of capital stock,  ranking pari passu and/or
senior in any  respect to the shares of Series A Preferred  Stock,  or (b) issue
any  indebtedness  ranking pari passu and/or  senior in respect to the shares of
Series A Preferred Stock.


                                       12
<PAGE>

            8. Dividends;  Participation. Each share of Series A Preferred Stock
shall  accrue and be paid a dividend at the rate of ten (10%)  percent per annum
of the Stated  Value,  payable  quarterly in arrears on January 1st,  April 1st,
July  1st and  October  1st of each  year and for such  whole  year (or  portion
thereof) that such share of Series A Preferred  Stock is issued and  outstanding
(the "Series A Preferred Stock Dividend")  beginning on the date each such share
of  Series A  Preferred  Stock is issued  (including  upon  issuance  as a stock
dividend).  The dividend  payments shall be made in either cash or at the option
of the  Corporation  through  the  issuance  of  additional  shares  of Series A
Preferred  Stock in such amount of shares of Series A  Preferred  Stock equal to
the quotient of (i) the dividend  amount  payment then due,  divided by (ii) the
Stated Value of a share of Series A Preferred Stock

            9.  Vote to  Issue,  or  Change  the  Terms of  shares  of  Series A
Preferred  Stock.  The  affirmative  vote of the holders  owning not less than a
majority of the aggregate Stated Value of the then issued and outstanding shares
of Series A Preferred Stock at a meeting duly called for such purpose, or by the
written  consent without a meeting of the holders of not less than a majority of
the then  outstanding  shares of Series A Preferred  Stock shall be required for
any direct and/or indirect (i) Going Private Actions,  (ii) Liquidation,  and/or
(iii) any amendment to the  Corporation's  Articles of  Incorporation  or Bylaws
which would directly and/or indirectly amend, alter, change, repeal or otherwise
adversely affect any of the powers, designations,  preferences and rights of the
shares of Series A Preferred Stock.

            10. Lost or Stolen Certificates.  Upon receipt by the Corporation of
evidence  reasonably  satisfactory  to  the  Corporation  of  the  loss,  theft,
destruction or mutilation of any shares of Series A Preferred Stock Certificates
representing the shares of Series A Preferred  Stock,  and, in the case of loss,
theft or destruction,  of any  indemnification  undertaking by the holder to the
Corporation in customary form and, in the case of mutilation, upon surrender and
cancellation  of the  shares of Series A  Preferred  Stock  Certificate(s),  the
Corporation shall execute and deliver new preferred share certificate(s) of like
tenor and date.

            11.  Notices.  Whenever  notice is required  to be given  hereunder,
unless otherwise provided herein, such notice shall be given in writing and will
be mailed by certified  mail,  return receipt  requested,  or delivered  against
receipt to the party to whom it is to be given (a) if to the Corporation, at the
Corporation's  executive offices or (b) if to a holder, at the address set forth
on Corporation's books and records.

                                   ARTICLE III
                      REGISTERED OFFICERS; REGISTERED AGENT

      The address of the registered office of the Corporation is 6100 Neil Road,
Suite 500, Reno,  Nevada and the name of its registered agent at such address is
Corporation Trust Company of Nevada.


                                       13
<PAGE>

                                   ARTICLE IV
                                    DIRECTORS

      The members of the governing  board of the  Corporation  shall be known as
directors,  and the number of  directors  may from time to time be  increased or
decreased in such manner as shall be provided by the bylaws of the  Corporation,
provided that the number of directors shall not be reduced to less than one (1).

                                    ARTICLE V
                                 INDEMNIFICATION

      Each director and each officer of the  Corporation  may be  indemnified by
the corporation as follows:

A. The  Corporation  may  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party, to any threatened, pending or completed action or
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  Corporation),  by reason of the
fact that he is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of the Corporation, partnership, joint venture, trust or other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts  paid  in  settlement,  actually  and  reasonably  incurred  by  him  in
connection with the action, suit or proceeding, if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  Corporation  and  with  respect  to any  criminal  action  or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit or proceeding,  by judgment,  order, settlement,
conviction  or upon plea of nolo  contendere or its  equivalent  does not itself
create a  presumption  that the person did not act in good faith and in a manner
in which he reasonably believed to be in or not opposed to the best interests of
the Corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was lawful.

B. The  Corporation  may  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party , to any threatened,  pending or completed  action
or suit by or in the right of the  Corporation,  to  procure a  judgment  in its
favor by reason of the fact that he was a director,  officer,  employee or agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer  employee  or agent of the  corporation,  partnership,  joint
venture,  trust or other enterprise,  against expenses including amounts paid in
settlement  and  attorney's  fees  actually  and  reasonably  incurred by him in
connection  with the defense or settlement of the action or suit, if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interest of the Corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals there from, to be liable
to the Corporation or for amounts paid in settlement to the Corporation,  unless
and only to the extent that the court in which the action or suit was brought or
other court of competent  jurisdiction  determines upon application that in view
of all the  circumstances  of the case  the  person  is  fairly  and  reasonably
entitled to indemnity for such expenses as the court deems proper.


                                       14
<PAGE>

C.  To the  extent  that  a  director,  officer  or  employee  or  agent  of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (A) and (B) of this
Article  VI, or in  defense of any claim,  issue or matter  therein,  he must be
indemnified by the Corporation  against  expenses,  including  attorney's  fees,
actually and reasonably incurred by him in connection with the defense.

D. Any indemnification under subsection (A) and (B) unless ordered by a court or
advanced  pursuant to subsection  (E), must be made by the  Corporation  only as
authorized in the specific case upon determination  that  indemnification of the
director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
determination must be made:

      (i) By the stockholders;

      (ii) By the Board of Directors by majority vote of a quorum  consisting of
directors who were not parties to the act, suit or proceeding;

      (iii) If a majority vote of a quorum  consisting of directors who were not
parties to the act, suit or proceeding so orders,  by independent  legal counsel
in a written opinion; or

      (iv) If a quorum  consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

E. Expenses of officers and directors  incurred in defending a civil or criminal
action,  suit or proceeding must be paid by the Corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding,  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
the amount if it is ultimately  determined by a court of competent  jurisdiction
that he is not entitle to be  indemnified by the  Corporation.  The provision of
this  subsection  do not affect any rights to  advancement  of expenses to which
corporate  personnel  other than directors or officers may be entitled under any
contract or otherwise by law.

F. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this subsection:

      (i)  Does  not  exclude  any  other  rights  to  which  a  person  seeking
indemnification or advancement of expenses may be entitled under the certificate
or Articles of  Incorporation or any bylaw,  agreement,  vote of stockholders or
disinterested  directors  or  otherwise,  for  either an action in his  official
capacity while holding his office, except that  indemnification,  unless ordered
by a court  pursuant to subsection  (b) or for the  advancement of expenses made
pursuant to  subsection  (e) may not be made to or on behalf of any  director or
officer if a final adjudication  established that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause action.

      (ii)  Continues  for a person  who has ceased to be a  director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrator of such a person.


                                       15
<PAGE>

                                   ARTICLE VI
                                     GENERAL

A. The board of directors  shall have the power and authority to make and alter,
or amend,  the bylaws,  to fix the amount in cash or otherwise to be reserved as
working  capital,  and to authorize  and cause to be executed the  mortgages and
liens upon the property and franchises of the Corporation.

B. The board of directors shall, from time to time,  determine  whether,  and to
what  extent,  and at which  times and  places,  and under what  conditions  and
regulations,  the accounts and books of this Corporation,  or any of them, shall
be open to the inspection of the stockholders; and no stockholder shall have the
right to inspect any  account,  book or document of this  Corporation  except as
conferred  by the  Statutes of Nevada,  or  authorized  by the  directors or any
resolution of the stockholders.

C. No sale,  reconveyance,  transfer,  exchange or other  disposition  of all or
substantially  all of the property and assets of the  Corporation  shall be made
unless approved by the vote or written consent of the  stockholders  entitled to
exercise two-thirds (2/3) of the voting power of the Corporation.

D. The  stockholders  and directors shall have the power to hold their meetings,
and keep the books, documents and papers of the Corporation outside of the State
of  Nevada,  and at such  place as may from  time to time by  designated  by the
bylaws or by  resolution  of the board of directors or  stockholders,  except as
otherwise required by the laws of the State of Nevada.

                                                  SUNCREST GLOBAL ENERGY CORP.,
                                                  a Nevada corporation

                                                  By: /s/ Bruce Widener
                                                      -----------------
                                                      Bruce Widener
                                                      Chief Executive Officer


                                       16