Unassociated Document




CERTIFICATE
OF DESIGNATION

FOR

SERIES E
REDEEMABLE CONVERTIBLE PREFERRED STOCK

Par value
$.001

OF

DIVA
ENTERTAINMENT, INC.







Peter C.
Zachariou and David Lean certify that they are the President and Acting
Secretary of Diva Entertainment, Inc., a Delaware corporation (the “Company”);
that, pursuant to the Company’s Certificate of Incorporation and Section 151(g)
of the Delaware General Corporation Law, the Board of Directors of the Company
adopted the following resolutions effective May 27, 2004; and that none of the
Series E Redeemable Convertible Preferred Stock referred to in this Certificate
of Designation has been issued.




	1.  	
      Creation
      of Series E Redeemable Convertible Preferred
Stock.






There is
hereby created a series of preferred stock consisting of 251,000 shares and
designed as Series E Redeemable Convertible Preferred Stock, par value $.001
(the “Series E Preferred Stock”), having the voting rights, powers, preferences,
and relative participating, optional and other special rights, qualifications,
limitations and restrictions that are set forth below. The stated value of each
share of Series E Preferred Stock shall be $0.001 (the “Stated
Value”)




	2.  	
      Dividends.






The
holders of Series E Preferred Stock shall be entitled to receive dividends when,
if and as declared by the Board of Directors. Each declared dividend shall be
payable to holders of record as they appear at the close of business on the
stock books of the Company on such record dates, not more than 30 calendar days
and not less than 10 calendar days preceding the dividend payment date therefore
as determined by the Board of Directors (each of such dates, a “Record Date”).
In the option of the Company, such dividend may be paid in cash or in the
Company’s common stock, $.001 par value per share (the “Common Stock”), valued
at the Dividend Rate in effect as of the Record Date. Each share of Series E
Preferred Stock shall rank on parity with each other share of Series E Preferred
Stock with respect to dividends.




	3.  	
      Redemption.






The
Series E Preferred Stock may be redeemed, in whole but not in part, at the
option of the Company by resolution of its Board of Directors, at any time
commencing the date hereof. Each share of the Series E Preferred Stock redeemed
shall be redeemed in exchange for 100 shares of the Company’s Common Stock.
Notice of any redemption, specifying the time and place of redemption, shall be
mailed or caused to be mailed by the Company, addressed to each holder of record
of Series E Preferred Stock to be redeemed at his last address as the same
appears on the books of the Company, at least 20 days prior to the date
designated for redemption. If such notice for redemption shall have been mailed,
or irrevocable instructions to such effect shall have been given the transfer
agent or agents for such stock, and if on or before the redemption date
specified in such notice all shares of the Company’s Common Stock necessary for
such redemptions shall have been set aside by the Corporation in trust for the
account of the holders of the shares of Series E Preferred Stock to be redeemed
so as to be available therefore, then, from and after the mailing of such notice
or the giving of such irrevocable instructions and the setting aside of such
shares, notwithstanding that nay certificate for shares of Series E Preferred
Stock so called for redemption shall not have been surrendered for cancellation,
the shares of Series E Preferred Stock represented thereby shall no longer be
deemed outstanding and the holder of such certificate or certificates shall have
with respect to such shares of Series E Preferred Stock no rights in or with
respect to the Company except the right to receive the Common Shares issued as a
result of the redemption upon surrender of such certificate or certificates, and
after the date designed for redemption, such shares of Series E Preferred Stock
shall not be transferable on the books of the Company.

 

 





















 

	4.  	
      Conversion.






(i)   Each
share of Series E Preferred Stock shall be automatically converted into shares
of the Company’s Common Stock concurrent with the increase of the Company’s
authorized number of Common Shares to 100,000,000. The Conversion Rate shall be
100 shares of the Company’s Common Stock for each share of Series E Preferred
Stock.




(ii)   No
fractional shares or securities representing fractional shares of Common Stock
shall be issued upon conversion of the Series E Preferred Stock. Any fractional
interest in one share of Common Stock resulting from a holder’s conversion of
Series E Preferred Shares shall be rounded to the nearest full
share.




(iii)   Upon the
occurrence of the event giving rise to an automatic conversion, the Company
shall (a) provide written notice of the automatic conversion to all holders of
record of Series E Preferred Stock and (b) provide irrevocable instructions to
such effect to the transfer agent or agents for such stock, and shall have set
aside all shares of the Company’s Common Stock necessary for such conversion.
From the date of such notice and setting aside the Common Shares,
notwithstanding that any certificate for shares of Series E Preferred Stock so
converted shall not have been surrendered for cancellation, the shares of Series
E Preferred Stock represented thereby shall no longer be deemed outstanding and
the holder of such certificate or certificates shall have the respect to such
shares of Series E Preferred Stock no rights in or with respect to the Company
except the right to receive the Common Shares issued as a result of the
conversion. After the date designated for automatic conversion, such shares of
Series E Preferred Stock shall not be transferable on the books of the
Company.




	5.  	
      Preemptive
      Rights.






Shares of
the Series E Preferred Stock are not entitled to any preemptive rights to
acquire any unissued shares of any capital stock of the Company, now or
hereafter authorized, or any other securities of the Company, whether or not
convertible into shares of capital stock of the Company or carrying a right to
subscribe to or acquire any such shares of capital stock.




	6.  	
      Voting.






Except as
otherwise expressly provided or required by law, the holders of the Series E
Preferred Stock shall be entitled to vote their shares on any matter submitted
to the vote of the holders of the Common Shares of the Company. The holders of
the Series E Preferred Stock will be entitled to the number of votes they would
have been able to cast had their Series E Preferred Stock been converted to
Common Shares.

 

 





















 

	7.  	
      Waiver
      by Series E Preferred Stockholders.






Except as
expressly provided for herein or as otherwise required by law, any rights or
benefits for the Series E Preferred Shares and the holders thereof provided
herein may be waived as to all outstanding Series E Preferred Shares and the
holders thereof by the consent of the holders of a majority of the
then-outstanding Series E Preferred Shares.




	8.  	
      Additional
      Issuance of Preferred Shares.






The
Company may issue additional shares of the Preferred Stock in the future. If the
Company desires to issue additional shares of the Preferred Stock, the Company
shall file such amendments to its Certificate of Incorporation as may be
necessary to effect such designation. 

 

IN
WITNESS WHEREOF, the Company has caused this Certificate of Designation to be
duly executed by its President and attested to by its acting Secretary as of the
28/th/ day of May, 2004, who, by signing their names hereto, acknowledge that
this Certificate of Designation is the act of the Company and state to the best
of their knowledge, information and belief, under penalties of perjury, that the
above matters and facts are true in all material respects.

 


	 	 	 
	 	DIVA ENTERTAINMENT,
      INC.
	 
 	 
 	 
 
		By:  	/s/ Peter C.
    Zachariou
	 	 	
      

      Peter C. Zachariou, President
	 	 	 
	 	By:  	/s/
      David Lean 
	 	
      

      David Lean, Acting Secretary