FIRST
AMENDED AND RESTATED


CERTIFICATE
OF DESIGNATION


OF
THE RIGHTS, PREFERENCES, PRIVILEGES


AND
RESTRICTIONS, WHICH HAVE NOT BEEN SET


FORTH
IN THE CERTIFICATE OF INCORPORATION


OR
IN ANY AMENDMENT THERETO,


OF
THE


SERIES
A CONVERTIBLE PREFERRED STOCK


OF


INVERSO
CORP.





(Pursuant
to Section 151 of the General Corporation Law of Delaware)





The undersigned, William A. Hartman and
Bonnie L. Hartman, do hereby certify that:





A.           They
are the duly elected and acting President and Secretary, respectively, of
INverso Corp., a Delaware corporation (the “Corporation”).





B.           The
Board of Directors of the Corporation has previously created a series of
preferred stock consisting of 4,000,000 shares and designated as the Series A
Convertible Preferred Stock.





C.           Pursuant
to the Unanimous Written Consent of the Board of Directors of the Corporation
dated November 20, 2009, the Board of Directors of the Corporation duly adopted
the following resolutions to amend and restate the prior filing respective to
the Series A Convertible Preferred Stock to modify the conversion terms and
otherwise comply with the designations, powers, preferences, rights,
qualifications, limitations and restrictions having been fixed by the Board of
Directors:





WHEREAS, the Certificate of
Incorporation of the Corporation, as amended, authorizes a class of stock
designated as Preferred Stock, with a par value of $0.001 per share (the
“Preferred Class”), comprising Twenty Million (20,000,000) shares, and provides
that the Board of Directors of the Corporation may fix the terms, including any
dividend rights, dividend rates, conversion rights, voting rights, rights and
terms of any redemption, redemption, redemption price or prices, and liquidation
preferences, if any, of the Preferred Class;





WHEREAS, pursuant to the authority
vested in the Board of Directors of the Corporation by the Corporation's
Certificate of Incorporation, as amended, a series of preferred stock of the
Corporation was previously created out of the authorized but unissued shares of
the capital stock of the Corporation, and such series was designated Series A
Convertible Preferred Stock (the "Series A Convertible Preferred Stock"), and
consisted of 4,000,000 of shares of the Corporation’s preferred shares, par
value $0.001 per share;


Page 1 of
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WHEREAS, there are issued but not yet
delivered to the Designees, and not in the possession of the Designees, as of
the date of this First Amended and Restated Certificate of Designation,
3,702,222 shares of Series A Convertible Preferred Stock, which have been issued
but not yet delivered since September 28, 2009, and the Designees of the Series
A Convertible Preferred Stock unanimously approved this First Amended and
Restated Certificate of Designation;


NOW, THEREFORE, BE IT RESOLVED, that
the Board of Directors does hereby amend and restated the rights, preferences,
privileges, restrictions and other matters relating to the Series A Convertible
Preferred Stock as follows:





1.           Definitions.  For
purposes of this Certificate of Designation, the following definitions shall
apply:





1.1           “Board”
shall mean the Board of Directors of the Corporation.





1.2           “Corporation”
shall mean INverso Corp., a Delaware Corporation.





1.3           “Common
Stock” shall mean the common stock, $0.001 par value per share, of the
Corporation.





1.4           “Common
Stock Dividend” shall mean a stock dividend declared and paid on the Common
Stock that is payable in shares of Common Stock.





1.5           “Conversion
Date” shall have the meaning set forth in Section 4(b).




1.6           “Designees”
are potential Holders who have not yet received their shares of Series A
Preferred Stock and are not in possession thereof.





1.7           “Distribution”
shall mean the transfer of cash or property by the Corporation to one or more of
its stockholders without consideration, whether by dividend or otherwise (except
a dividend in shares of Corporation's stock).





1.8           “Holder”
shall mean a holder of the Series A Convertible Preferred Stock.





1.9           “Original Issue Date”
shall mean the date on which the first share of Series A Convertible
Preferred Stock is issued by the Corporation.





1.10         “Original
Issue Price” shall mean $1.00 per share for the Series A Convertible Preferred
Stock.





1.11         “Person”
shall mean an individual, a corporation, a partnership, an association, a
limited liability company, an unincorporated business organization, a trust or
other entity or organization, and any government or political subdivision or any
agency or instrumentality thereof.


Page 2 of
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1.12         “Series
A Convertible Preferred Stock” shall mean the Series A Convertible Preferred
Stock, $0.001 par value per share, of the Corporation.





1.13         “Subsidiary”
shall mean any corporation or limited liability company or corporation of which
at least fifty percent (50%) of the outstanding voting stock or membership
interests, as the case may be, is at the time owned directly or indirectly by
the Corporation or by one or more of such subsidiary corporations.





1.14         “Warrant”
shall have the meaning set forth in Section 4(a).





2.           
Dividend
Rights.





2.1          In
each calendar year, the holders of the then outstanding Series A Convertible
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board, out of any funds and assets of the Company legally available therefore,
noncumulative dividends in an amount equal to any dividends or other
Distribution on the Common Stock in such calendar year (other than a Common
Stock Dividend).  No dividends (other than a Common Stock Dividend)
shall be paid, and no Distribution shall be made, with respect to the Common
Stock unless dividends in such amount shall have been paid or declared and set
apart for payment to the holders of the Series A Convertible Preferred Stock
simultaneously.  Dividends on the Series A Convertible Preferred Stock
shall not be mandatory or cumulative, and no rights or interest shall accrue to
the holders of the Series A Convertible Preferred Stock by reason of the fact
that the Company shall fail to declare or pay dividends on the Series A
Convertible Preferred Stock, except for such rights or interest that may arise
as a result of the Company paying a dividend or making a Distribution on the
Common Stock in violation of the terms of this Section 2.





2.2          Participation
Rights. Dividends shall be declared pro rata on the Common Stock and the Series
A Convertible Preferred Stock on a pari passu basis according to the number of
shares of Common Stock held by such holders, where each holder of shares of
Series A Preferred Stock is to be treated for this purpose as holding the number
of shares of Common Stock to which the holders thereof would be entitled if they
converted their shares of Series A Convertible Preferred Stock at the time of
such dividend in accordance with Section 4 hereof.





2.3          Non-Cash
Dividends. Whenever a dividend or Distribution provided for in this Section 2
shall be payable in property other than cash (other than a Common Stock
Dividend), the value of such dividend or Distribution shall be deemed to be the
fair market value of such property as determined in good faith by the
Board.





3.           Liquidation
Rights.  In the event of any liquidation, dissolution or
winding up of the Company; whether voluntary or involuntary, the funds and
assets of the Company that may be legally distributed to the Company’s
shareholders (the “Available Funds and Assets”) shall be distributed to
shareholders in the following manner:


Page 3 of
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3.1          Series
A Convertible Preferred Stock. The holders of each share of Series A Convertible
Preferred Stock then outstanding shall be entitled to be paid, out of the
Available Funds and Assets, and prior and in preference to any payment or
distribution (or any setting apart of any payment or distribution) of any
Available Funds and Assets on any shares of Common Stock or subsequent series of
preferred stock, an amount per share equal to the Original Issue Price of the
Series A Convertible Preferred Stock plus all declared but unpaid dividends on
the Series A Convertible Preferred Stock.  If upon any liquidation,
dissolution or winding up of the Company, the Available Funds and Assets shall
be insufficient to permit the payment to holders of the Series A Convertible
Preferred Stock of their full preferential amount as described in this
subsection, then all of the remaining Available Funds and Assets shall be
distributed among the holders of the then outstanding Series A Convertible
Preferred Stock pro rata, according to the number of outstanding shares of
Series A Convertible Preferred Stock held by each holder thereof.





3.2          Participation
Rights.  If there are any Available Funds and Assets remaining after
the payment or distribution (or the setting aside for payment or distribution)
to the holders of the Series A Convertible Preferred Stock of their full
preferential amounts described above in this Section 3, then all such remaining
Available Funds and Assets shall be distributed among the holders of the then
outstanding Common Stock and Preferred Stock pro rata according to the number
and preferences of the shares of Common Stock and Preferred Stock (as converted
to Common Stock) held by such holders.





3.3          Merger
or Sale of Assets.  A reorganization or any other consolidation or
merger of the Company with or into any other corporation, or any other sale of
all or substantially all of the assets of the Company, shall not be deemed to be
a liquidation, dissolution or winding up of the Company within the meaning of
this Section 3, and the Series A Convertible Preferred Stock shall be entitled
only to (i) the right provided in any agreement or plan governing the
reorganization or other consolidation, merger or sale of assets transaction,
(ii) the rights contained in the General Corporation Law of the State of
Delaware and (iii) the rights contained in other Sections hereof.





3.4          Non-Cash
Consideration.  If any assets of the Company distributed to
shareholders in connection with any liquidation, dissolution or winding up of
the Company are other than cash, then the value of such assets shall be their
fair market value as determined by the Board





4.           Conversion
Rights.





(a)           Conversion of Preferred
Stock.Each share of Series A Convertible Preferred Stock
shall be convertible, at the option of the holder thereof, at any time which the
holder may elect, in whole or in part, and upon the payment by the holder to the
Company of the cash sum of $0.40 per share of Series A Convertible Preferred
Stock being converted, into a warrant to purchase One Hundred (100) shares of
Common Stock of the Company (each a “Warrant”).  Each Warrant issuable
pursuant to this Section 4(a) shall be in form and substance substantially
similar to Exhibit
A attached hereto and made a part hereof, shall have an exercise period
of five (5) years from the issuance date thereof, and shall have an exercise
price of $0.004 per shares of common stock to be acquired upon the exercise
thereof.


Page 4 of
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(b)           Procedures
for Exercise of Conversion Rights.  The holders of any shares of
Series A Convertible Preferred Stock may exercise their conversion rights as to
all such shares or any part thereof by delivering to the Company during regular
business hours, at the office of any transfer agent of the Company for the
Series A Convertible Preferred Stock, or at the principal office of the Company
or at such other place as may be designated by the Company, the certificate or
certificates for the shares to be converted (if they have been delivered by the
Company to the holder), duly endorsed for transfer to the Company (if required
by the Company), accompanied by written notice stating that the holder elects to
convert such shares.  Conversion shall be deemed to have been effected
on the date when such delivery is made, and such date is referred to herein as
the “Conversion Date.”  As promptly as practicable after the
Conversion Date, but not later than ten (10) business days thereafter, the
Company shall issue and deliver to or upon the written order of such holder, at
such office or other place designated by the Company, the Warrant to which such
holder is entitled.  The holder shall be deemed to have become a
holder of record of the Warrant on the Conversion Date.





(c)           Payment
of Taxes for Conversions. The Company shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of Warrants on
conversion pursuant hereto of Series A Convertible Preferred
Stock.  The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of Warrants in a name other than that in which the shares of Series A
Convertible Preferred Stock so converted were registered, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.





(d)           Status
of Warrants Issued Upon Conversion.  All Warrants which may be issued
upon conversion of the shares of Series A Convertible Preferred Stock will upon
issuance by the Company be validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance
thereof.





(e)           Status
of Converted Preferred Stock.  In case any shares of Series A
Convertible Preferred Stock shall be converted pursuant to this Section 4, the
shares so converted shall be canceled and shall not be issuable by the
Company.


Page 5 of
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5.           Adjustment of Conversion
Price.





(a)           General
Provisions.  In case, at any time after the date hereof, of any
capital reorganization, or any reclassification of the stock of the Company
(other than a change in par value or as a result of a stock dividend or
subdivision, split-up or combination of shares), or the consolidation or merger
of the Company with or into another person (other than a consolidation or merger
in which the Company is the continuing entity and which does not result in any
change in the Common Stock), or of the sale or other disposition of all or
substantially all the properties and assets of the Company as an entirety to any
other person, the shares of Series A Convertible Preferred Stock shall, after
such reorganization, reclassification, consolidation, merger, sale or other
disposition, be convertible into the kind and number of Warrants or shares of
stock or other securities or property of the Company or of the entity resulting
from such consolidation or surviving such merger or to which such properties and
assets shall have been sold or otherwise disposed to which such holder would
have been entitled if immediately prior to such reorganization,
reclassification, consolidation, merger, sale or other disposition it had
converted its shares of Series A Convertible Preferred Stock into Common
Stock.  The provisions of this section 5(a) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales or
other dispositions.  The provisions of this section 5 shall not affect
the conversion of the Class A Convertible Preferred Stock in the event of a
forward or reverse stock split.





(b)           No
Impairment.  The Company will not, through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, including amending this Certificate of
Designation, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
section 5 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 Series A
Convertible Preferred Stock against impairment.  This provision shall
not restrict the Company from amending its Articles of Incorporation in
accordance with the General Corporation Law of
the State of Delawareand the terms
hereof.





6.           Notices.  Any
notices required by the provisions of this Certificate of Designation to be
given to the holders of shares of Series A Convertible Preferred Stock shall be
deemed given if sent via facsimile or reputable overnight courier with a
confirmation receipt and addressed to each holder of record at its address
appearing on the books of the Company.





7.           Voting
Provisions.  Each outstanding share of Series A Convertible
Preferred Stock shall be entitled to One Hundred (100) votes per share on all
matters to which the shareholders of the Company are entitled or required to
vote.


Page 6 of
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8.           Protective
Provisions.  The Company
may not take any of the following actionswithout the approval of a
majority of the holders of the outstanding Series A Convertible Preferred
Stock:  (i) effect a sale of all or substantially all of the Company’s
assets or which results in the holders of the Company’s capital stock prior to
the transaction owning less than fifty percent (50%) of the voting power of the
Company’s capital stock after the transaction, (ii) alter or change the
rights, preferences, or privileges of the Series A Convertible Preferred Stock,
(iii) increase or decrease the number of authorized shares of Series A
Convertible Preferred Stock, (iv) authorize the issuance of securities having a
preference over or on par with the Series A Convertible Preferred Stock, or (v)
effectuate a forward or reverse stock split or dividend of the Company’s common
stock.  Further, the Company hereby discloses that as of the date
hereof, there are not enough authorized but unissued shares of Common Stock of
the Company to effectuate the conversion of all the Warrants, and that any
Designee or Holder of the Series A Convertible Preferred Stock takes their
shares acknowledging this disclosure.  The Company agrees to use its
best efforts to cause all the shareholders of the Company to effectuate a
reverse stock split as soon as reasonably possible following the issuance of any
shares of Series A Convertible Preferred Stock so as to create enough authorized
but unissued common stock to allow for the conversion of the Series A
Convertible Preferred Stock, and hereby states its intent to do so with in a
year of the date hereof.  Any Designee or Holder of the Series A
Convertible Preferred Stock may vote his shares in favor of said reverse stock
split.





IN WITNESS WHEREOF, the Corporation has
caused this First Amended and Restated Certificate of Designation of Series A
Convertible Preferred Stock to be duly executed by its President and attested to
by its Secretary this 20th day of November, 2009.








/s/  William A.
      Hartman
                  
                  /s/ Bonnie L. HartmanBy:
                  William
      A. Hartman
                  
                  By:
                  Bonnie
      L. HartmanIts:
                  President
                  
                  Its:
                  Secretary


Page 7 of
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Exhibit
A





Form
of Warrant





FORM
OF WARRANT


INVERSO
CORP.





THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.





INverso
No. [insert]





STOCK
PURCHASE WARRANT





THIS IS
TO CERTIFY that, for value received, [insert name of holder], a [insert entity
type], or its assigns (the “Holder”) is entitled, subject to the terms and
conditions set forth herein, to purchase from INverso Corp., a Delaware
corporation (the “Company”) up to [insert number (insert number)] fully paid and
nonassessable shares of common stock of the Company (the “Warrant Securities”)
at the initial price of $0.004 per share but subject to adjustment as provided
in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or
wire transfer of the Exercise Price for such shares of the Common Stock to the
Company at the Company’s offices.





1.           Exercisability.
This Warrant may be exercised in whole or in part at any time, or from time to
time, between the date hereof and 5:00 p.m. Pacific Standard Time on [insert
date that is five (5) years from the issuance date], by presentation and
surrender hereof to the Company of a notice of election to purchase duly
executed and accompanied by payment by check or wire transfer of the Exercise
Price.





2.           Manner of
Exercise.  In case of the purchase of less than all the Warrant
Securities, the Company shall cancel this Warrant upon the surrender hereof and
shall execute and deliver a new warrant of like tenor for the balance of the
Warrant Securities.  Upon the exercise of this Warrant, the issuance
of certificates for securities, properties or rights underlying this Warrant
shall be made forthwith (and in any event within three (3) business days
thereafter) without charge to the Holder including, without limitation, any tax
that may be payable in respect of the issuance thereof: provided, however, that
the Company shall not be required to pay any tax in respect of income or capital
gain of the Holder.





If and to
the extent this Warrant is exercised, in whole or in part, the Holder shall be
entitled to receive a certificate or certificates representing the Warrant
Securities so purchased, upon presentation and surrender to the Company of the
form of election to purchase attached hereto duly executed, and accompanied by
payment of the purchase price.




Page 1 of
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3.           Adjustment in
Number of Shares.





(A)           Adjustment for
Reclassifications.  In case at any time or from time to time
after the issue date the holders of the Common Stock of the Company (or any
shares of stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefore, other or additional stock or other securities or
property (including cash) by way of stock split, spin-off, reclassification,
combination of shares or similar corporate rearrangement (exclusive of any stock
dividend of its or any subsidiary’s capital stock), then and in each such case
the Holder of this Warrant, upon the exercise hereof as provided in Section 1,
shall be entitled to receive the amount of stock and other securities and
property which such Holder would hold on the date of such exercise if on the
issue date he had been the holder of record of the number of shares of Common
Stock of the Company called for on the face of this Warrant and had thereafter,
during the period from the issue date, to and including the date of such
exercise, retained such shares and/or all other or additional stock and other
securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period.  In
the event of any such adjustment, the Exercise Price shall be adjusted
proportionally.





(B)           Adjustment for
Reorganization, Consolidation, Merger.  In case of any
reorganization of the Company (or any other corporation the stock or other
securities of which are at the time receivable on the exercise of this Warrant)
after the issue date, or in case, after such date, the Company (or any such
other corporation) shall consolidate with or merge into another corporation or
convey all or substantially all of its assets to another corporation, then and
in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided herein; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such
consummation.





4.           No Requirement to
Exercise.  Nothing contained in this Warrant shall be construed
as requiring the Holder to exercise this Warrant prior to or in connection with
the effectiveness of a registration statement.





5.           No Stockholder
Rights.  Unless and until this Warrant is exercised, this
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company, or to any other rights whatsoever except the
rights herein expressed, and, no dividends shall be payable or accrue in respect
of this Warrant.


Page 2 of
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6.           Registration
Rights.  The Company is under no obligation to include this
Warrant or the Warrant Securities in a registration statement..





7.           Exchange.  This
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
for new warrants of like tenor representing in the aggregate the right to
purchase the number of Warrant Securities purchasable hereunder, each of such
new warrants to represent the right to purchase such number of Warrant
Securities as shall be designated by the Holder at the time of such
surrender.





Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it and
reimbursement to the company of all reasonable expenses incidental thereto, and
upon surrender and cancellation hereof, if mutilated, the Company will make and
deliver a new warrant of like tenor and amount, in lieu hereof.





8.           Elimination of
Fractional Interests.  The Company shall not be required to
issue certificates representing fractions of securities upon the exercise of
this Warrant, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests.  All fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of securities, properties
or rights receivable upon exercise of this Warrant.





9.           Reservation of
Securities.  The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock or other securities,
solely for the purpose of issuance upon the exercise of this Warrant, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise hereof.  The Company covenants and
agrees that, upon exercise of this Warrant and payment of the Principal Value,
all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any stockholder.





10.           Notices to
Holder.  If at any time prior to the expiration of this Warrant
or its exercise, any of the following events shall occur:





(a)           the
Company shall take a record of the holders of any class of its securities for
the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company;
or





(b)           the
Company shall offer to all the holders of a class of its securities any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option or
warrant to subscribe therefor; or


Page 3 of
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(c)           a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed.





then, in
any one or more said events, the Company shall give written notice of such event
to the Holder at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholder entitled to such dividend, distribution, convertible or exchangeable
securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale.  Such notice shall
specify such record date or the date of closing the transfer books, as the case
may be.





11.           Transferability.  This
Warrant may be transferred or assigned by the Holder without notice or approval
by the Company.





12.           Informational
Requirements.  The Company will transmit to the Holder such
information, documents and reports as are generally distributed to stockholders
of the Company concurrently with the distribution thereof to such
stockholders.





13.           Notice.  Notices
to be given to the Company or the Holder shall be deemed to have been
sufficiently given if delivered personally or sent by overnight courier or
messenger, or by facsimile transmission.  Notices shall be deemed to
have been received on the date of personal delivery or facsimile
transmission.  The address of the Company and of the Holder shall be
as set forth in the Company’s books and records.





14.           Consent to
Jurisdiction and Service.  The Company consents to the
jurisdiction of any court of the State of Delaware, and of any federal court
located in Delaware, in any action or proceeding arising out of or in connection
with this Warrant.  The Company waives personal service of any
summons, complaint or other process in connection with any such action or
proceeding and agrees that service thereof may be made at the location provided
in Section 13 hereof, or, in the alternative, in any other form or manner
permitted by law.  New Castle, Delaware shall be proper
venue.





15.           Successors.  All
the covenants and provisions of this Warrant shall be binding upon and inure to
the benefit of the Company, the Holder and their respective legal
representatives, successors and assigns.





16.           Attorneys
Fees.  In the event the Investors or any holder hereof shall
refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees to pay all the costs and expenses incurred in attempting or effecting
collection hereunder, including reasonable attorney's fees, whether or not suit
is instituted.





17.           Governing
Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED
UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE RULES
GOVERNING CONFLICTS OF LAW.


Page 4 of
6


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by the
signature of its President and to be delivered in [insert city,
state].





Dated:
      [insert date]
                          INVERSO
      CORP.a
      Delaware corporationBy:Its:


Page 5 of
6




[FORM OF
ELECTION TO PURCHASE]





The
undersigned, the holder of the attached Warrant, hereby irrevocably elects to
exercise the purchase right represented by this Warrant Certificate for, and to
purchase securities of INverso Corp. and herewith makes payment of $__________
therefor, and requests that the certificates for such securities be issued in
the name of, and delivered to ___________________, whose address is
______________________________.





Dated: ____________________,
20___





By:Its:(Signature
      must conform in all respects to name of holder as specified on the face of
      the Warrant Certificate)(Insert
      Social Security or OtherIdentifying
      Number of Holder)


Page 6 of
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