Exhibit
      3(i).4




**SECOND
      AMENDED AND RESTATED**




**ARTICLES
      OF INCORPORATION**




**OF**




**CELSIA
      TECHNOLOGIES, INC****.**




**(Pursuant
      to Sections 78.390 and 78.403 of the**


**General
      Corporation Law of the State of Nevada)**




Celsia
      Technologies, Inc., a corporation organized and existing under and by virtue
      of
      the provisions of the General Corporation Law of Nevada (the “General
      Corporation Law”),




**DOES
      HEREBY CERTIFY** :




1.  That
      the
      name of this corporation is Celsia Technologies, Inc., and that this corporation
      was originally incorporated pursuant to the General Corporation Law on December
      23, 1999 under the name KNETX Skates Corporation.




2.  That
      (i) on June 9, 2000, the corporation’s name was changed to Cedar Mountain
      Distributors, Inc., (ii) on July 8, 2005, the corporation’s name was
      changed to iCurie, Inc., (iii) on September 14, 2006, the corporation’s
      name was changed to Celsia Technologies, Inc. and (iv) on May 25, 2007, the
      Articles of Incorporation of this corporation were amended and
      restated.




3.  That
      the
      Board of Directors duly adopted resolutions proposing to amend and restate
      the
      Articles of Incorporation of this corporation, declaring said amendment and
      restatement to be advisable and in the best interests of this corporation and
      its stockholders, and authorizing the appropriate officers of this corporation
      to solicit the consent of the stockholders therefor, which resolution setting
      forth the proposed amendment and restatement is as follows:




**RESOLVED** ,
      that
      the Articles of Incorporation of this corporation be amended and restated in
      its
      entirety to read as follows:




**FIRST:** The
      name
      of this corporation is Celsia Technologies, Inc. (the
“Corporation”).




**SECOND:** The
      address of the registered office of the Corporation in the State of Nevada
      is
      502 E. John Street, in the City of Carson City. The name of its registered
      agent
      at such address is CSC Services of Nevada, Inc.




**THIRD:** The
      nature of the business or purposes to be conducted or promoted is to engage
      in
      any lawful act or activity for which corporations may be organized under the
      General Corporation Law.







**FOURTH** **:** The
      total number of shares of all classes of stock which the Corporation shall
      have
      authority to issue is (i) 750,000,000 shares of Common Stock, $0.001 par value
      per share (“Common Stock”) and (ii) 100,000,000 shares of Preferred Stock,
      $0.001 par value per share (“Preferred Stock”).




The
      following is a statement of the designations and the powers, privileges and
      rights, and the qualifications, limitations or restrictions thereof in respect
      of each class of capital stock of the Corporation. Unless otherwise indicated,
      references to “Sections” or “Subsections” in this Article refer to sections and
      subsections of this Article Fourth.




A.
            COMMON
                STOCK.




1.  **General** .
      The
      voting, dividend and liquidation rights of the holders of the Common Stock
      are
      subject to and qualified by the rights, powers and preferences of the holders
      of
      the Preferred Stock set forth herein and as may be designated by resolution
      of
      the Board of Directors with respect to any series of Preferred Stock as
      authorized herein.




2.  **Voting** .
      The
      holders of the Common Stock are entitled to one vote for each share of Common
      Stock held at all meetings of stockholders (and written actions in lieu of
      meetings); provided, however, that, except as otherwise required by law, holders
      of Common Stock, as such, shall not be entitled to vote on any amendment to
      this
      Articles of Incorporation that relates solely to the terms of one or more
      outstanding series of Preferred Stock if the holders of such affected series
      are
      entitled, either separately or together with the holders of one or more other
      such series, to vote thereon pursuant to this Articles of Incorporation or
      pursuant to the General Corporation Law. There shall be no cumulative voting.




B.
            PREFERRED
                STOCK.




1.  **Issuance
      and Reissuance** .




Preferred
      Stock may be issued from time to time in one or more series, each of such series
      to consist of such number of shares and to have such terms, rights, powers
      and
      preferences, and the qualifications and limitations with respect thereto, as
      stated or expressed herein and in the resolution or resolutions providing for
      the issue of such series adopted by the Board of Directors of the Corporation
      as
      hereinafter provided. Any shares of Preferred Stock which may be redeemed,
      purchased or acquired by the Corporation may be reissued except as otherwise
      provided by law or by the terms of any series of Preferred Stock.




2.  **Blank
      Check Preferred** .




Subject
      to any vote expressly required by the Articles of Incorporation, authority
      is
      hereby expressly granted to the Board of Directors from time to time to issue
      the Preferred Stock in one or more series, and in connection with the creation
      of any such series, by resolution or resolutions providing for the issue of
      the
      shares thereof, to determine and fix such voting powers, full or limited, or
      no
      voting powers, and such designations, preferences and relative participating,
      optional or other special rights, and qualifications, limitations or
      restrictions thereof, including without limitation thereof, dividend rights,
      special voting rights, conversion rights, redemption privileges and liquidation
      preferences, as shall be stated and expressed in such resolutions, all to the
      full extent now or hereafter permitted by the General Corporation Law. Without
      limiting the generality of the foregoing, and subject to the rights of any
      series of Preferred Stock then outstanding, the resolutions providing for
      issuance of any series of Preferred Stock may provide that such series shall
      be
      superior or rank equally or be junior to the Preferred Stock of any other series
      to the extent permitted by law.


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C.
            SERIES
                A PREFERRED STOCK.




30,000,000
      shares of the authorized Preferred Stock of the Corporation have previously
      been
      designated “Series A Preferred Stock” (the “Series A Preferred Stock”). The
      rights, preferences, powers, privileges, restrictions, qualifications and
      limitations of the Series A Preferred Stock are as follows:




1.  **Rank** .
      The
      Series A Preferred Stock shall, with respect to rights of liquidation, winding
      up and dissolution, rank senior to the Common Stock, Series B Preferred Stock
      and any subsequent class or series of capital stock which by its terms rank
      junior to the Series A Preferred Stock.




2.  **Dividends** .




(a)  The
      respective holders of Series A Preferred Stock shall be entitled to receive,
      as,
      when and if declared by the Board of Directors of the Corporation, but only
      out
      of funds legally available therefor, cumulative, compounding cash dividends
      at
      the dividend rate of two percent (2%) per annum of the Original Issue Price
      per
      share of Series A Preferred Stock, commencing on May 25, 2007 (and no dividends
      shall be payable for any period prior to May 25, 2007). The Original Issue
      Price
      of Series A Preferred Stock is $0.88. The Original Issue Price shall be adjusted
      proportionately in the event the shares of Series A Preferred Stock are
      subdivided into a greater number or combined into a lesser number, and in the
      event of any dividend on Series A Preferred Stock, paid in shares of Series
      A
      Preferred Stock. In the sole discretion of the Corporation, dividends on the
      Series A Preferred Stock may be paid in shares of Common Stock (valued at the
      VWAP as of the date such dividend is declared by the Corporation), provided
      that
      dividends may only be paid in Common Stock to the extent that such Common Stock
      is registered for resale under an effective registration statement at the time
      such dividend is paid. No dividends may be paid on the Common Stock unless
      all
      unpaid cumulative dividends on the Series A Preferred Stock are paid. For
      purposes of this Section C.2, (i) “VWAP” means, for any date, the
      price determined by the first of the following clauses that applies: (a) if
      the
      Common Stock is then listed or quoted on a Trading Market, the daily volume
      weighted average price of the Common Stock for the nearest preceding Trading
      Day
      on the Trading Market on which the Common Stock is then listed or quoted;
      (b)  if the Common Stock is not then listed or quoted on a Trading Market
      and if prices for the Common Stock are then reported in the “Pink Sheets”
published by Pink Sheets, LLC (or a similar organization or agency succeeding
      to
      its functions of reporting prices), the most recent bid price per share of
      the
      Common Stock so reported; or (c) in all other cases, the fair market value
      of a share of Common Stock as determined by the good faith determination of
      the
      Board of Directors of the Company, (ii) “Trading Market” means the
      following markets or exchanges on which the Common Stock is listed or quoted
      for
      trading on the date in question: the American Stock Exchange, the Nasdaq Capital
      Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
      York
      Stock Exchange or the OTC Bulletin Board and (iii) “Trading Day” means a
      day on which the New York Stock Exchange is open for trading.


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(b)  In
      the
      event any dividend or other distribution payable in cash or other property
      is
      declared on the Common Stock, each holder of Series A Preferred Stock on the
      record date for such dividend or distribution shall be entitled to receive
      on
      the date of payment or distribution of such dividend or other distribution
      the
      same cash or other property which such holder would have received on such record
      date if such holder were the holder of record of the number (including any
      fraction) of shares of Common Stock into which the shares of Series A Preferred
      Stock then held by such holder are then convertible.




3.  **Liquidation
      Rights** .




(a)  The
      term
“Liquidation Event” shall mean (i) any voluntary or involuntary liquidation,
      dissolution or winding up of the Corporation; or (ii) the merger or
      consolidation of the Corporation with or into another corporation (except if
      the
      Corporation is the surviving entity) or other similar transaction or series
      of
      related transactions in which fifty percent (50%) or more of the voting power
      of
      the stockholders of the Corporation is sold, transferred or otherwise disposed,
      or all or substantially all of the assets of the Corporation are sold,
      transferred or otherwise disposed of, to any one or more entities in which
      the
      stockholders of the Corporation immediately prior to such transaction do not
      own
      a majority of the voting power of each such entity immediately following such
      transaction; provided that an event described in clause (ii) above shall not
      be
      treated as a Liquidation Event if a majority in interest of holders of the
      Series A Preferred Stock elect not to treat such event as a Liquidation
      Event.




(b)  Upon
      the
      occurrence of a Liquidation Event, before any distribution of assets shall
      be
      made to the holders of Common Stock or any other capital stock of the
      Corporation ranking junior to the Series A Preferred Stock with respect to
      liquidation, winding up and dissolution, the holder of each share of Series
      A
      Preferred Stock then outstanding shall be entitled to be paid out of the assets
      of the Corporation available for distribution to its stockholders (the
“Available Assets”) an amount equal to the Original Issue Price plus all accrued
      but unpaid Dividends due and payable on such share up to the date of
      distribution of the assets of the Corporation (the “Liquidation
      Preference”).




(c)  After
      payment of the Liquidation Preference, the assets of the Corporation legally
      available for distribution (or the consideration received in such transaction),
      if any, shall be distributed to the holders of the Series B Preferred Stock,
      Common Stock and any subsequent class of series of capital stock ranking junior
      to the Series A Preferred Stock, in accordance with the terms
      thereof.


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(d)  If,
      upon
      the occurrence of any Liquidation Event, the Available Assets shall be
      insufficient to pay the holders of shares of Series A Preferred Stock the full
      Liquidation Preference, the holders of shares of Series A Preferred Stock shall
      receive the entire remaining assets and funds of the Corporation legally
      available for distribution in proportion to the respective amounts which would
      otherwise be payable in respect of the shares held by them upon such
      distribution if all amounts payable on or with respect to such shares were
      paid
      in full. The amount deemed distributed for purposes of determining the
      Liquidation Preference from the holders of shares of Series A Preferred Stock
      upon any such transaction deemed to be a Liquidation Event shall be the cash
      or
      the value of the property rights or securities distributed to such holders
      by
      the acquiring person, firm or entity. The value of such property, rights or
      other securities shall be determined in good faith by the Board of
      Directors.




(e)  Written
      notice of the occurrence of a Liquidation Event, stating a payment date, the
      Liquidation Amount and the place where said Liquidation Amount shall be payable,
      shall be delivered in person or by nationally recognized overnight courier
      not
      less than seven calendar days prior to the payment date stated therein, to
      the
      holders of record of the Series A Preferred Stock, such notice to be addressed
      to each such holder at its address as shown in the records of the
      Corporation.




4.  **Conversion** .




(a)  **Terms
      of Conversion** .




(i)  **Optional
      Conversion** .
      The
      holder of each share of Series A Preferred Stock shall have the right (the
      “Conversion Right”), at such holder’s option, to convert such share at any time,
      without cost and otherwise on the terms of this Section C.4, into the number
      of
      fully paid and non-assessable shares of Common Stock that results from dividing
      the Conversion Price into the Original Issue Price plus any accrued and unpaid
      dividends. The initial Conversion Price is $0.88 for the Series A Preferred
      Stock, resulting in an initial conversion ratio of 1:1. The Conversion Price
      of
      each share of Series A Preferred Stock shall be subject to adjustment from
      time
      to time as provided in this Section C.4.




(ii)  **Mandatory
      Conversion** .
      Each
      share of Series A Preferred Stock shall be automatically converted, without
      cost, on the terms of this Section C.4, into the number of shares of Common
      Stock into which such share of Series A Preferred Stock would be convertible
      under Section C.4(a)(i) upon the first to occur of the following (each a
“Conversion Event”): (A) the holders of at least a majority of the outstanding
      shares of Series A Preferred Stock consent to such conversion; (B) the
      Corporation shall have issued equity securities of the Corporation or any
      subsidiary for total, aggregate consideration of $50 million subsequent to
      July 11, 2005 (the “Original Issue Date”), the Corporation’s Common Stock
      trades or is quoted on an exchange or over the counter quotation service at
      a
      price per share equal to $0.38 or more (subject to adjustment to reflect any
      Common Stock splits, reverse splits or distributions of Common Stock payable
      to
      all holders of Common Stock) and the shares of Common Stock issued in exchange
      for each share of Series A Preferred Stock are registered for resale at the
      time
      of conversion under an effective registration statement; or (C) the
      Corporation’s Common Stock trades or is quoted on an exchange or over the
      counter quotation service at a price per share equal to $0.75 or more (subject
      to adjustment to reflect any Common Stock splits, reverse splits or
      distributions of Common Stock payable to all holders of Common Stock) for twenty
      (20) consecutive trading days and such shares are traded at an average daily
      dollar volume of $200,000 (average share price times the average volume) during
      the same twenty (20) day trading period and the shares of Common Stock are
      registered for resale at the time of conversion under an effective registration
      statement.


5




(b)  **Mechanics
      of Conversion** .




(i)  **Optional
      Conversion** .
      A
      holder of any share of Series A Preferred Stock may exercise the Conversion
      Right of such share by surrendering the certificate therefor, duly endorsed,
      at
      the office of the Corporation or of any transfer agent for Series A Preferred
      Stock, together with a written notice to the Corporation which shall
      state:




(A)  that
      such
      holder elects to convert the same,




(B)  the
      number of shares of Series A Preferred Stock being converted, and




(C)  the
      name
      or names in which such holder wishes the certificate or certificates for shares
      of Common Stock to be issued.




Thereupon
      the Corporation or its duly authorized transfer or other agent shall promptly
      issue and deliver to the holder of such shares, or to the nominee or nominees
      of
      such holder, a certificate or certificates for the number of shares of Common
      Stock to which such holder shall be entitled. If the certificate evidencing
      Series A Preferred Stock being converted shall also evidence shares of Series
      A
      Preferred Stock not being converted, then the Corporation shall also deliver
      to
      the holder of such certificate, or to the nominee or nominees of such holder,
      a
      new stock certificate evidencing Series A Preferred Stock not
      converted.




(ii)  **Mandatory
      Conversion** .
      The
      Corporation shall give written notice to each holder of a share of Series A
      Preferred Stock not more than forty (40) nor less than ten (10) days before
      the
      anticipated effective date of a Conversion Event. Following the conversion
      of
      such shares, each holder of shares so converted may surrender the certificate
      therefor at the office of the Corporation or any transfer agent for the Series
      A
      Preferred Stock. Upon such surrender, the Corporation shall issue and deliver
      to
      each holder, or to the nominee or nominees of such holder, a certificate or
      certificates for the number of shares of Common Stock to which such holder
      is
      entitled. Any dividends or distributions unpaid but accrued at the time of
      conversion with respect to a share of Series A Preferred Stock so converted
      shall be payable, when declared, ratably to the holders of the Common Stock
      issued upon such conversion.


6




(c)  **Effective
      Date** .




(i)  **Optional
      Conversion** .
      The
      conversion of any shares of Series A Preferred Stock shall be deemed to have
      been made immediately prior to the close of business on the date that the shares
      to be converted are surrendered to the corporation or transfer agent together
      with the notice required by Section C.4(b)(i), and the person or persons
      entitled to receive the shares of Common Stock issuable upon such conversion
      shall be treated for all purposes as the record holder or holders of such shares
      of Common Stock on such date.




(ii)  **Mandatory
      Conversion** .
      The
      conversion of shares of Series A Preferred Stock shall take place upon the
      occurrence of a Conversion Event, whether or not the certificates representing
      such shares of Series A Preferred Stock shall have been surrendered or new
      certificates representing the shares of Common Stock into which such shares
      have
      been converted shall have been issued.




(d)  **Adjustment
      for Stock Splits and Combinations** .
      If the
      Corporation shall at any time or from time to time after the Original Issue
      Date
      effect a subdivision of the outstanding Common Stock without a comparable
      subdivision of the Series A Preferred Stock or combine the outstanding shares
      of
      Series A Preferred Stock without a comparable combination of the Common Stock,
      the Conversion Price in effect immediately before that subdivision or
      combination shall be proportionately decreased so that the number of shares
      of
      Common Stock issuable on conversion of each share of such series shall be
      increased in proportion to such increase in the aggregate number of shares
      of
      Common Stock outstanding. If the Corporation shall at any time or from time
      to
      time after the Original Issue Date combine the outstanding shares of Common
      Stock without a comparable combination of the Series A Preferred Stock or effect
      a subdivision of the outstanding shares of Series A Preferred Stock without
      a
      comparable subdivision of the Common Stock, the Conversion Price in effect
      immediately before the combination or subdivision shall be proportionately
      increased so that the number of shares of Common Stock issuable on conversion
      of
      each share of such series shall be decreased in proportion to such decrease
      in
      the aggregate number of shares of Common Stock outstanding. Any adjustment
      under
      this subsection shall become effective at the close of business on the date
      the
      subdivision or combination becomes effective.




(e)  **Adjustment
      for Certain Stock Dividends and Distributions** .
      In the
      event the Corporation at any time, or from time to time after the Original
      Issue
      Date shall make or issue, or fix a record date for the determination of all
      holders of Common Stock entitled to receive, a dividend or other distribution
      payable on the Common Stock in additional shares of Common Stock, then and
      in
      each such event the Conversion Price in effect immediately before such event
      shall be decreased as of the time of such issuance or, in the event such a
      record date shall have been fixed, as of the close of business on such record
      date, by multiplying the Conversion Price then in effect by a
      fraction:


7




(1)  the
      numerator 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, 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 shall have been 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 subsection as of the time of actual payment of such dividends
      or distributions; and provided further, however, that no such adjustment shall
      be made if the holders of Series A Preferred Stock simultaneously receive (i)
      a
      dividend or other distribution of shares of Common Stock, registered for resale
      under an effective registration statement at the time such dividend is paid
      or
      such distribution is made, in a number equal to the number of shares of Common
      Stock as they would have received if all outstanding shares of Series A
      Preferred Stock had been converted into Common Stock on the date of such event
      or (ii) a dividend or other distribution of shares of Series A Preferred Stock
      (A) which are convertible, as of the date of such event, into such number of
      shares of Common Stock as is equal to the number of additional shares of Common
      Stock being issued with respect to each share of Common Stock in such dividend
      or distribution, and (B) where the Common Stock into which such Series A
      Preferred Stock is convertible is registered for resale under an effective
      registration statement at the time such dividend is paid or such distribution
      is
      made.




(f)  **Adjustments
      for Other Dividends and Distributions** .
      In the
      event the Corporation at any time or from time to time after the Original Issue
      Date shall make or issue, or fix a record date for the determination of all
      holders of Common Stock of the Corporation entitled to receive, a dividend
      or
      other distribution payable in securities of the Corporation (other than a
      distribution of shares of Common Stock in respect of outstanding shares of
      Common Stock) or in other property and the provisions of Section C.4(e) do
      not
      apply to such dividend or distribution, then and in each such event the holders
      of Series A Preferred Stock shall receive, simultaneously with the distribution
      to the holders of such capital stock, a dividend or other distribution of such
      securities or other property in an amount equal to the amount of such securities
      or other property as they would have received if all outstanding shares of
      Series A Preferred Stock had been converted into Common Stock on the date of
      such event.


8




(g)  **Adjustment
      for Merger or Reorganization, etc** .
      Subject
      to the provisions of Subsection C.3, if there shall occur any reorganization,
      recapitalization, reclassification, consolidation or merger involving the
      Corporation, or sale or other transfer of all or substantially all of the assets
      of the Corporation, in which the Common Stock (but not the Series A Preferred
      Stock) is converted into or exchanged for securities, cash or other property
      (other than a transaction covered by subsections (d), (e) or (f) of this Section
      C.4), then, following any such reorganization, recapitalization,
      reclassification, consolidation, merger, or sale, each share of Series A
      Preferred Stock shall thereafter be convertible in lieu of the Common Stock
      into
      which it was convertible prior to such event into the kind and amount of
      securities, cash or other property which a holder of the number of shares of
      Common Stock of the Corporation issuable upon conversion of one share of Series
      A Preferred Stock immediately prior to such reorganization, recapitalization,
      reclassification, consolidation, merger, or sale, would have been entitled
      to
      receive pursuant to such transaction; and, in such case, appropriate adjustment
      (as determined in good faith by the Board of Directors of the Corporation)
      shall
      be made in the application of the provisions in this Section C.4 with respect
      to
      the rights and interests thereafter of the holders of the Series A Preferred
      Stock, to the end that the provisions set forth in this Section C.4 (including
      provisions with respect to changes in and other adjustments of the Conversion
      Price) shall thereafter be applicable, as nearly as reasonably may be, in
      relation to any securities or other property thereafter deliverable upon the
      conversion of the Series A Preferred Stock. The Corporation will not merge
      or
      consolidate with or into any other corporation, or sell or otherwise transfer
      its property, assets and business substantially as an entirety to another
      corporation, unless the corporation resulting from such merger or consolidation
      (if not the Corporation), or such transferee corporation, as the case may be,
      shall expressly assume in writing the due and punctual performance and
      observance of each and every covenant and condition of this Section C to be
      performed and observed by the Corporation.




(h)  **Certificate
      as to Adjustments** .
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price
      pursuant to this Section C.4, the Corporation at its expense shall, as promptly
      as reasonably practicable but in any event not later than ten (10) days
      thereafter, compute such adjustment or readjustment in accordance with the
      terms
      hereof and furnish to each holder of Series A Preferred Stock a certificate
      setting forth such adjustment or readjustment (including the kind and amount
      of
      securities, cash or other property into which the Series A Preferred Stock
      is
      convertible) and showing in detail the facts upon which such adjustment or
      readjustment is based. The Corporation shall, as promptly as reasonably
      practicable after the written request at any time of any holder of Series A
      Preferred Stock (but in any event not later than ten (10) days thereafter),
      furnish or cause to be furnished to such holder a certificate setting forth
      (i)
      the Conversion Price then in effect, and (ii) the number of shares of Common
      Stock and the amount, if any, of other securities, cash or property which then
      would be received upon the conversion of Series A Preferred
      Stock.


9




(i)  **Notice
      of Record Date** .
      In the
      event the Corporation shall take a record of the holders of its Common Stock
      (or
      other stock or securities at the time issuable upon conversion of the Series
      A
      Preferred Stock) for the purpose of entitling or enabling them to receive any
      dividend or other distribution, or to receive any right to subscribe for or
      purchase any shares of stock of any class or any other securities, or to receive
      any other right or of any Liquidation Event, then, and in each such case, the
      Corporation will send or cause to be sent to the holders of the Series A
      Preferred Stock a notice specifying, as the case may be, (i) the record date
      for
      such dividend, distribution or right, and the amount and character of such
      dividend, distribution or right, or (ii) the effective date on which such
      Liquidation Event is proposed to take place, and the time, if any is to be
      fixed, as of which the holders of record of Common Stock (or such other stock
      or
      securities at the time issuable upon the conversion of the Series A Preferred
      Stock) shall be entitled to exchange their shares of Common Stock (or such
      other
      stock or securities) for securities or other property deliverable upon such
      Liquidation Event, and the amount per share and character of such exchange
      applicable to the Series A Preferred Stock and the Common Stock. Such notice
      shall be sent at least ten (10) days prior to the record date or effective
      date
      for the event specified in such notice. Any notice required by the provisions
      hereof to be given to a holder of shares of Preferred Stock shall be deemed
      sent
      to such holder if deposited in the United States mail, postage prepaid, and
      addressed to such holder at his, her or its address appearing on the books
      of
      the Corporation.




(j)  **Fractional
      Shares** .
      No
      fractional shares of Common Stock shall be issued upon conversion of Series
      A
      Preferred Stock. If a single holder shall surrender more than one share of
      Series A Preferred Stock for conversion at the same time, the number of full
      shares of Common Stock issuable by the Corporation upon conversion thereof
      shall
      be computed on the basis of the aggregate number of shares of Series A Preferred
      Stock so surrendered. In lieu of any fractional shares to which a holder would
      otherwise be entitled on conversion, such holder shall receive cash in an amount
      equal to the product of such fraction multiplied by the fair market value of
      one
      share of the Corporation’s Common Stock on the date of conversion, as determined
      in good faith by the Board of Directors of the Corporation.




(k)  **Reservation
      of Shares** .
      The
      Corporation will take such corporate action as may be necessary from time to
      time so that all times it will have authorized, and reserved out of its
      authorized but unissued Common Stock for the sole purpose of issuance upon
      conversion of shares of Series A Preferred Stock, a sufficient number of shares
      of Common Stock to permit the conversion in full of all shares of Series A
      Preferred Stock then outstanding.




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


10




(m)  **Conversion
      Limitation** .
      Notwithstanding anything to the contrary contained herein, the number of shares
      of Common Stock that may be acquired by a holder of Series A Preferred Stock
      upon any conversion of such holder’s shares of Series A Preferred Stock shall be
      limited to the extent necessary to insure that, following such conversion,
      the
      total number of shares of Common Stock then beneficially owned by such holder
      and its affiliates and any other persons whose beneficial ownership of Common
      Stock would be aggregated with such holder’s for purposes of Section 13(d) of
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not
      exceed 9.999% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      exercise). For such purposes, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder. This provision shall not restrict the number of shares
      of Common Stock which a holder of Series A Preferred Stock may receive or
      beneficially own in order to determine the amount of securities or other
      consideration that such holder may receive in the event of a merger or other
      business combination or reclassification involving the Company. This restriction
      may not be waived. Any terms or provisions of any right, option or warrant
      approved by the Board of Directors that restricts or limits the exercise of
      such
      instrument on the basis of beneficial ownership may be modified, waived or
      amended only with the consent of the holders of a majority of the common stock
      issued and outstanding or by a favorable vote of the holders of a majority
      of
      the common stock present and voting at a meeting at which such modification,
      waiver or amendment is duly presented.




5.  **No
      Voting Rights** .
      Except
      as may be required by law, holders of Series A Preferred Stock shall have no
      voting rights and shall not be entitled to receive notice of any meeting or
      consent of Corporation stockholders.




D.
            SERIES
                B PREFERRED STOCK.




7,000,000
      shares of the authorized Preferred Stock of the Corporation have been previously
      designated “Series B Preferred Stock” (the “Series B Preferred Stock”). The
      rights, preferences, powers, privileges, restrictions, qualifications and
      limitations of the Series B Preferred Stock are as follows:




1.  **Rank** .
      The
      Series B Preferred Stock shall, with respect to rights of liquidation, winding
      up and dissolution, rank senior to the Common Stock and any subsequent class
      or
      series of capital stock which by its terms rank junior to the Series B Preferred
      Stock, and junior to the Series A Preferred Stock and any subsequent class
      or
      series of capital stock which by its terms rank senior to the Series B Preferred
      Stock.




2.  **Dividends** .
      In the
      event any dividend or other distribution payable in cash or other property
      is
      declared on the Common Stock, each holder of Series B Preferred Stock on the
      record date for such dividend or distribution shall be entitled to receive
      on
      the date of payment or distribution of such dividend or other distribution
      the
      same cash or other property which such holder would have received on such record
      date if such holder were the holder of record of the number (including any
      fraction) of shares of Common Stock into which the shares of Series B Preferred
      Stock then held by such holder are then convertible.




3.  **Participation
      Rights** .




(a)  The
      term
“Series B Sale Event” shall mean the merger or consolidation of the Corporation
      with or into another corporation (except if the Corporation is the surviving
      entity) or other similar transaction or series of related transactions in which
      fifty percent (50%) or more of the voting power of the stockholders of the
      Corporation is sold, transferred or otherwise disposed, or all or substantially
      all of the assets of the Corporation are sold, transferred or otherwise disposed
      of, to any one or more entities in which the stockholders of the Corporation
      immediately prior to such transaction do not own a majority of the voting power
      of each such entity immediately following such transaction; provided that an
      event described above shall not be treated as a Series B Sale Event if a
      majority in interest of holders of the Series B Preferred Stock elect not to
      treat such event as a Series B Sale Event.


11




(b)  The
      term
“Series B Liquidation Event” shall mean any voluntary or involuntary
      liquidation, dissolution or winding up of the Corporation; provided that an
      event described above shall not be treated as a Series B Liquidation Event
      if a
      majority in interest of holders of the Series B Preferred Stock elect not to
      treat such event as a Series B Liquidation Event.




(c)  Upon
      the
      occurrence of a Series B Sale Event or Series B Liquidation Event, before any
      distribution of assets shall be made to the holders of Common Stock or any
      other
      capital stock of the Corporation ranking junior to the Series B Preferred Stock
      with respect to liquidation, winding up and dissolution, the holder of each
      share of Series B Preferred Stock then outstanding shall be entitled to be
      paid
      out of the assets of the Corporation available for distribution to its
      stockholders (the “Series B Available Assets”) an amount equal to the Series B
      Original Issue Price plus all accrued but unpaid dividends due and payable
      on
      such share up to the date of distribution of the assets of the Corporation
      (the
“Series B Liquidation Preference”). The Series B Original Issue Price is
      $1.00.




(d)  After
      payment of the Series B Liquidation Preference resulting from a Series B Sale
      Event, the assets of the Corporation legally available for distribution (or
      the
      consideration received in such transaction), if any, shall be distributed to
      the
      holders of the Common Stock and any subsequent class or series of capital stock
      ranking junior to the Series B Preferred Stock, in accordance with the terms
      thereof.




(e)  After
      payment of the Series B Liquidation Preference resulting from a Series B
      Liquidation Event, the assets of the Corporation legally available for
      distribution (or the consideration received in such transaction), if any, shall
      be distributed ratably to the holders of the Common Stock, the Series A
      Preferred Shares, and the Series B Preferred Shares (with the Series A Preferred
      and Series B Preferred shareholders participating on a common equivalent basis),
      subject to the terms of any other class or series of capital stock ranking
      senior or *pari
      passu* to such
      capital stock.




(f)  If,
      upon
      the occurrence of any Series B Sale Event or Series B Liquidation Event, the
      Series B Available Assets shall be insufficient to pay the holders of shares
      of
      Series B Preferred Stock the full Series B Liquidation Preference, the holders
      of shares of Series B Preferred Stock shall receive the entire remaining assets
      and funds of the Corporation legally available for distribution in proportion
      to
      the respective amounts which would otherwise be payable in respect of the shares
      held by them upon such distribution if all amounts payable on or with respect
      to
      such shares were paid in full. The amount deemed distributed for purposes of
      determining the Series B Liquidation Preference from the holders of shares
      of
      Series B Preferred Stock upon any such transaction deemed to be a Series B
      Liquidation Event shall be the cash or the value of the property rights or
      securities distributed to such holders by the acquiring person, firm or entity.
      The value of such property, rights or other securities shall be determined
      in
      good faith by the Board of Directors.


12




(g)  Written
      notice of the occurrence of a Series B Sale Event or Series B Liquidation Event,
      stating a payment date, the Series B Liquidation Preference and the place where
      said Series B Liquidation Preference shall be payable, shall be delivered in
      person or by nationally recognized overnight courier not less than seven
      calendar days prior to the payment date stated therein, to the holders of record
      of the Series B Preferred Stock, such notice to be addressed to each such holder
      at its address as shown in the records of the Corporation.




4.**Conversion**.




(a)  **Terms
      of Conversion** .




(i)  **Optional
      Conversion** .
      The
      holder of each share of Series B Preferred Stock shall have the right (the
      “Series B Conversion Right”), at such holder's option, to convert such share at
      any time, without cost and otherwise on the terms of this Section D.4, into
      the
      number of fully paid and non-assessable shares of Common Stock that results
      from
      dividing the Series B Conversion Price into the Series B Original Issue Price
      plus any accrued and unpaid dividends. The initial Series B Conversion Price
      is
      $1.00 for the Series B Preferred Stock, resulting in an initial conversion
      ratio
      of 1:1. The Series B Conversion Price of each share of Series B Preferred Stock
      shall be subject to adjustment from time to time as provided in this
      Section D.4.




(ii)  **Mandatory
      Conversion** .
      Each
      share of Series B Preferred Stock shall be automatically converted, without
      cost, on the terms of this Section D.4, into the number of shares of Common
      Stock into which such share of Series B Preferred Stock would be convertible
      under Section D.4(a)(i) upon the first to occur of the following (each a “Series
      B Conversion Event”): (A) the holders of at least a majority of the outstanding
      shares of Series B Preferred Stock consent to such conversion; (B) all shares
      of
      outstanding Series A Preferred Stock have converted to Common Stock in
      accordance with the terms of the Series A Preferred Stock, (C) the Corporation
      shall have issued equity securities of the Corporation or any subsidiary for
      total, aggregate consideration of $15 million subsequent to December 16, 2005
      (the “Series B Original Issue Date”), at a per share price equal to $0.75 or
      more (subject to adjustment to reflect any Common Stock splits, reverse splits
      or distributions of Common Stock payable to all holders of Common Stock) or
      (D)
      the Corporation's Common Stock trades or is quoted on an exchange or over the
      counter quotation service at a price per share equal to $0.75 or more (subject
      to adjustment to reflect any Common Stock splits, reverse splits or
      distributions of Common Stock payable to all holders of Common Stock) for twenty
      (20) consecutive trading days and such shares are traded at an average daily
      dollar volume of $200,000 (average share price times the average volume) during
      the same twenty (20) day trading period and the shares of Common Stock are
      registered for resale at the time of conversion under an effective registration
      statement.


13




(b)  **Mechanics
      of Conversion** .




(i)  **Optional
      Conversion** .
      A
      holder of any share of Series B Preferred Stock may exercise the Series B
      Conversion Right of such share by surrendering the certificate therefor, duly
      endorsed, at the office of the Corporation or of any transfer agent for Series
      B
      Preferred Stock, together with a written notice to the Corporation which shall
      state:




(A)  that
      such
      holder elects to convert the same,




(B)  the
      number of shares of Series B Preferred Stock being converted, and




(C)the
      name
      or names in which such holder wishes the certificate or certificates for shares
      of Common Stock to be issued.




Thereupon
      the Corporation or its duly authorized transfer or other agent shall promptly
      issue and deliver to the holder of such shares, or to the nominee or nominees
      of
      such holder, a certificate or certificates for the number of shares of Common
      Stock to which such holder shall be entitled. If the certificate evidencing
      Series B Preferred Stock being converted shall also evidence shares of Series
      B
      Preferred Stock not being converted, then the Corporation shall also deliver
      to
      the holder of such certificate, or to the nominee or nominees of such holder,
      a
      new stock certificate evidencing Series B Preferred Stock not
      converted.




(ii)  **Mandatory
      Conversion** .
      The
      Corporation shall give written notice to each holder of a share of Series B
      Preferred Stock not more than forty (40) nor less than ten (10) days before
      the
      anticipated effective date of a Series B Conversion Event. Following the
      conversion of such shares, each holder of shares so converted may surrender
      the
      certificate therefor at the office of the Corporation or any transfer agent
      for
      the Series B Preferred Stock. Upon such surrender, the Corporation shall issue
      and deliver to each holder, or to the nominee or nominees of such holder, a
      certificate or certificates for the number of shares of Common Stock to which
      such holder is entitled. Any dividends or distributions unpaid but accrued
      at
      the time of conversion with respect to a share of Series B Preferred Stock
      so
      converted shall be payable, when declared, ratably to the holders of the Common
      Stock issued upon such conversion.




(c)  **Effective
      Date** .




(i)  **Optional
      Conversion** .
      The
      conversion of any shares of Series B Preferred Stock shall be deemed to have
      been made immediately prior to the close of business on the date that the shares
      to be converted are surrendered to the corporation or transfer agent together
      with the notice required by Section D.4(b)(i), and the person or persons
      entitled to receive the shares of Common Stock issuable upon such conversion
      shall be treated for all purposes as the record holder or holders of such shares
      of Common Stock on such date.


14




(ii)  **Mandatory
      Conversion** .
      The
      conversion of shares of Series B Preferred Stock shall take place upon the
      occurrence of a Series B Conversion Event, whether or not the certificates
      representing such shares of Series B Preferred Stock shall have been surrendered
      or new certificates representing the shares of Common Stock into which such
      shares have been converted shall have been issued.




(d)  **Adjustment
      for Stock Splits and Combinations** .
      If the
      Corporation shall at any time or from time to time after the Series B Original
      Issue Date effect a subdivision of the outstanding Common Stock without a
      comparable subdivision of the Series B Preferred Stock or combine the
      outstanding shares of Series B Preferred Stock without a comparable combination
      of the Common Stock, the Conversion Price in effect immediately before that
      subdivision or combination shall be proportionately decreased so that the number
      of shares of Common Stock issuable on conversion of each share of such series
      shall be increased in proportion to such increase in the aggregate number of
      shares of Common Stock outstanding. If the Corporation shall at any time or
      from
      time to time after the Series B Original Issue Date combine the outstanding
      shares of Common Stock without a comparable combination of the Series B
      Preferred Stock or effect a subdivision of the outstanding shares of Series
      B
      Preferred Stock without a comparable subdivision of the Common Stock, the
      Conversion Price in effect immediately before the combination or subdivision
      shall be proportionately increased so that the number of shares of Common Stock
      issuable on conversion of each share of such series shall be decreased in
      proportion to such decrease in the aggregate number of shares of Common Stock
      outstanding. Any adjustment under this subsection shall become effective at
      the
      close of business on the date the subdivision or combination becomes
      effective.




(e)  **Adjustment
      for Certain Stock Dividends and Distributions** .
      In the
      event the Corporation at any time, or from time to time after the Series B
      Original Issue Date shall make or issue, or fix a record date for the
      determination of all holders of Common Stock entitled to receive, a dividend
      or
      other distribution payable on the Common Stock in additional shares of Common
      Stock, then and in each such event the Conversion Price in effect immediately
      before such event shall be decreased as of the time of such issuance or, in
      the
      event such a record date shall have been 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 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, 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;


15




provided,
      however, that if such record date shall have been 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 subsection as of the time of actual payment of such dividends
      or distributions; and provided further, however, that no such adjustment shall
      be made if the holders of Series B Preferred Stock simultaneously receive (i)
      a
      dividend or other distribution of shares of Common Stock, registered for resale
      under an effective registration statement at the time such dividend is paid
      or
      such distribution is made, in a number equal to the number of shares of Common
      Stock as they would have received if all outstanding shares of Series B
      Preferred Stock had been converted into Common Stock on the date of such event
      or (ii) a dividend or other distribution of shares of Series B Preferred Stock
      (A) which are convertible, as of the date of such event, into such number of
      shares of Common Stock as is equal to the number of additional shares of Common
      Stock being issued with respect to each share of Common Stock in such dividend
      or distribution, and (B) where the Common Stock into which such Series B
      Preferred Stock is convertible is registered for resale under an effective
      registration statement at the time such dividend is paid or such distribution
      is
      made.




(f)  **Adjustment
      for Merger or Reorganization, etc** .
      Subject
      to the provisions of Section D.3, if there shall occur any reorganization,
      recapitalization, reclassification, consolidation or merger involving the
      Corporation, or sale or other transfer of all or substantially all of the assets
      of the Corporation, in which the Common Stock (but not the Series B Preferred
      Stock) is converted into or exchanged for securities, cash or other property
      (other than a transaction covered by Subsections (d) or (e) of this Section
      D.4), then, following any such reorganization, recapitalization,
      reclassification, consolidation, merger, or sale, each share of Series B
      Preferred Stock shall thereafter be convertible in lieu of the Common Stock
      into
      which it was convertible prior to such event into the kind and amount of
      securities, cash or other property which a holder of the number of shares of
      Common Stock of the Corporation issuable upon conversion of one share of Series
      B Preferred Stock immediately prior to such reorganization, recapitalization,
      reclassification, consolidation, merger, or sale, would have been entitled
      to
      receive pursuant to such transaction; and, in such case, appropriate adjustment
      (as determined in good faith by the Board of Directors of the Corporation)
      shall
      be made in the application of the provisions in this Section D.4 with
      respect to the rights and interests thereafter of the holders of the Series
      B
      Preferred Stock, to the end that the provisions set forth in this Section D.4
      (including provisions with respect to changes in and other adjustments of the
      Conversion Price) shall thereafter be applicable, as nearly as reasonably may
      be, in relation to any securities or other property thereafter deliverable
      upon
      the conversion of the Series B Preferred Stock. The Corporation will not merge
      or consolidate with or into any other corporation, or sell or otherwise transfer
      its property, assets and business substantially as an entirety to another
      corporation, unless the corporation resulting from such merger or consolidation
      (if not the Corporation), or such transferee corporation, as the case may be,
      shall expressly assume in writing the due and punctual performance and
      observance of each and every covenant and condition of this Section D to be
      performed and observed by the Corporation.


16




(g)  **Certificate
      as to Adjustments** .
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price
      pursuant to this Section D.4, the Corporation at its expense shall, as promptly
      as reasonably practicable but in any event not later than ten (10) days
      thereafter, compute such adjustment or readjustment in accordance with the
      terms
      hereof and furnish to each holder of Series B Preferred Stock a certificate
      setting forth such adjustment or readjustment (including the kind and amount
      of
      securities, cash or other property into which the Series B Preferred Stock
      is
      convertible) and showing in detail the facts upon which such adjustment or
      readjustment is based. The Corporation shall, as promptly as reasonably
      practicable after the written request at any time of any holder of Series B
      Preferred Stock (but in any event not later than ten (10) days thereafter),
      furnish or cause to be furnished to such holder a certificate setting forth
      (i)
      the Conversion Price then in effect, and (ii) the number of shares of Common
      Stock and the amount, if any, of other securities, cash or property which then
      would be received upon the conversion of Series B Preferred Stock.




(h)  **Notice
      of Record Date** .
      In the
      event the Corporation shall take a record of the holders of its Common Stock
      (or
      other stock or securities at the time issuable upon conversion of the Series
      B
      Preferred Stock) for the purpose of entitling or enabling them to receive any
      dividend or other distribution, or to receive any right to subscribe for or
      purchase any shares of stock of any class or any other securities, or to receive
      any other right or of any Series B Liquidation Event, then, and in each such
      case, the Corporation will send or cause to be sent to the holders of the Series
      B Preferred Stock a notice specifying, as the case may be, (i) the record date
      for such dividend, distribution or right, and the amount and character of such
      dividend, distribution or right, or (ii) the effective date on which such Series
      B Liquidation Event is proposed to take place, and the time, if any is to be
      fixed, as of which the holders of record of Common Stock (or such other stock
      or
      securities at the time issuable upon the conversion of the Series B Preferred
      Stock) shall be entitled to exchange their shares of Common Stock (or such
      other
      stock or securities) for securities or other property deliverable upon such
      Series B Liquidation Event, and the amount per share and character of such
      exchange applicable to the Series B Preferred Stock and the Common Stock. Such
      notice shall be sent at least ten (10) days prior to the record date or
      effective date for the event specified in such notice. Any notice required
      by
      the provisions hereof to be given to a holder of shares of Preferred Stock
      shall
      be deemed sent to such holder if deposited in the United States mail, postage
      prepaid, and addressed to such holder at his, her or its address appearing
      on
      the books of the Corporation.




(i)  **Fractional
      Shares** .
      No
      fractional shares of Common Stock shall be issued upon conversion of Series
      B
      Preferred Stock. If a single holder shall surrender more than one share of
      Series B Preferred Stock for conversion at the same time, the number of full
      shares of Common Stock issuable by the Corporation upon conversion thereof
      shall
      be computed on the basis of the aggregate number of shares of Series B Preferred
      Stock so surrendered. In lieu of any fractional shares to which a holder would
      otherwise be entitled on conversion, such holder shall receive cash in an amount
      equal to the product of such fraction multiplied by the fair market value of
      one
      share of the Corporation’s Common Stock on the date of conversion, as determined
      in good faith by the Board of Directors of the Corporation.


17




(j)  **Reservation
      of Shares** .
      The
      Corporation will take such corporate action as may be necessary from time to
      time so that all times it will have authorized, and reserved out of its
      authorized but unissued Common Stock for the sole purpose of issuance upon
      conversion of shares of Series B Preferred Stock, a sufficient number of shares
      of Common Stock to permit the conversion in full of all shares of Series B
      Preferred Stock then outstanding.




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




5.  **No
      Voting Rights** .
      Except
      as may be required by law, holders of Series B Preferred Stock shall have no
      voting rights and shall not be entitled to receive notice of any meeting or
      consent of Corporation stockholders.




E.
            RESTRICTIVE
                LEGENDS.




Certificates
      and other instruments representing Preferred Stock or Common Stock shall, until
      registered under the 1933 Act and sold in accordance with an effective
      registration, or otherwise determined by the Corporation, bear a restrictive
      legend in substantially the following form (and a stop-transfer order may be
      placed against transfer of any such securities):




**“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES
      LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
      WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      OR
      (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
      ACT.”**




**FIFTH:** Subject
      to any additional vote required by these Second Amended and Restated Articles
      of
      Incorporation, in furtherance and not in limitation of the powers conferred
      by
      statute, the Board of Directors is expressly authorized to make, repeal, alter,
      amend and rescind any or all of the Bylaws of the Corporation.


18




**SIXTH:** Subject
      to any additional vote required by this Articles of Incorporation, the number
      of
      directors of the Corporation shall be determined in the manner set forth in
      the
      Bylaws of the Corporation, but in no event shall the number of directors be
      more
      than seven (7).




**SEVENTH:** Elections
      of directors need not be by written ballot unless the Bylaws of the Corporation
      shall so provide.




**EIGHTH:** Meetings
      of stockholders may be held within or without the State of Nevada, as the Bylaws
      of the Corporation may provide. The books of the Corporation may be kept outside
      the State of Nevada at such place or places as may be designated from time
      to
      time by the Board of Directors or in the Bylaws of the Corporation.




**NINTH:** To
      the
      fullest extent permitted by law, a director of the Corporation shall not be
      personally liable to the Corporation or its stockholders for monetary damages
      for breach of fiduciary duty as a director. If the General Corporation Law
      or
      any other law of the State of Nevada is amended after approval by the
      stockholders of this Article Ninth to authorize corporate action further
      eliminating or limiting the personal liability of directors, then the liability
      of a director of the Corporation shall be eliminated or limited to the fullest
      extent permitted by the General Corporation Law as so amended.




Any
      repeal or modification of the foregoing provisions of this Article Ninth by
      the
      stockholders of the Corporation shall not adversely affect any right or
      protection of a director of the Corporation existing at the time of, or increase
      the liability of any director of the Corporation with respect to any acts or
      omissions of such director occurring prior to, such repeal or
      modification.




**TENTH:** To
      the
      fullest extent permitted by applicable law, the Corporation is authorized to
      provide indemnification of (and advancement of expenses to) directors, officers
      and agents of the Corporation (and any other persons to which General
      Corporation Law permits the Corporation to provide indemnification) through
      Bylaw provisions, agreements with such agents or other persons, vote of
      stockholders or disinterested directors or otherwise, in excess of the
      indemnification and advancement otherwise permitted by the General Corporation
      Law.




Any
      amendment, repeal or modification of the foregoing provisions of this Article
      Tenth shall not adversely affect any right or protection of any director,
      officer or other agent of the Corporation existing at the time of, or increase
      the liability of any director of the Corporation with respect to any acts or
      omissions of such director, officer or other agent occurring prior to, such
      amendment, repeal or modification.




**ELEVENTH:** Subject
      to any additional vote required by these Articles of Incorporation, the
      Corporation reserves the right to amend, alter, change or repeal any provision
      contained in these Articles of Incorporation, in the manner now or hereafter
      prescribed by statute, and all rights conferred upon stockholders herein are
      granted subject to this reservation.




4.  The
      foregoing amendment and restatement was approved by the holders of the requisite
      number of shares of said corporation in accordance with Section 78.390 of the
      General Corporation Law.


19




5.  That
      said
      Second Amended and Restated Articles of Incorporation, which restates and
      integrates and further amends the provisions of the Corporation’s Articles of
      Incorporation, has been duly adopted in accordance with Sections 78.390 and
      78.403 of the General Corporation Law.


20




**IN
      WITNESS WHEREOF** ,
      Celsia
      Technologies, Inc. has caused this Certificate to be signed this 9th day of
      September, 2008.




**CELSIA
                TECHNOLOGIES, INC.**By:
            /s/
                Jorge FernandezName:
            Jorge
                FernandezTitle:
            Chief
                Financial Officer