ROSS
      MILLER

                                    	 
      	
                                      Document
      Number

                                    
	
                                      Secretary
      of State

                                    	 
      	
                                      20110003879-21

                                    
	
                                      204
      North Carson Street, Suite 1

                                    	 
      	
                                      Filing
      Date and Time:

                                    
	
                                      Carson
      City, Nevada 89701-4299

                                    	 
      	
                                      01/03/2011
      4:31 PM

                                    
	
                                      (775)
      684 5708

                                    	 
      	
                                      Entity
      Number

                                    
	
                                      Website:
      www.nvsos.gov

                                    	 
      	
                                      C7725-1999

                                    
	 	 
      	
                                      In
      the Office of

                                    
	
                                      Certificate of
      Designation 
      
                                        (PURSUANT
      TO NRS 78.1955)

                                      

                                    	  
      	
                                            
                                        Dean
      Heller

                                        Secretary
      of
State

                                      

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Certificate of Designation
For

    Nevada Profit
Corporations

    


    (Pursuant
to NRS 78.1955)

     

    1. Name
of corporation:

     

    
      
        
          
            	
                       
      EnerJex Resources,
Inc.

                  


          

        

      

    

     


    2. By
resolution of the board of directors pursuant to a provision in the articles of
incorporation this certificate established the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series of stock.

     

    
      
        
          	
                  Establishing
      and designating Four Million Seven Hundred Seventy-nine Thousand Four
      Hundred Sixty (4,779,460) shares, par value $0.001 per share, of Series A
      Preferred Stock.

                   

                  Further
      rights, preferences, restrictions and other matters relating to the Series
      A Preferred Stock are attached
hereto.

                


        

      

    

     

    
      
        	
                3.
      Effective date of filing (optional):

              	
                December
      31, 2010

              


      

    

    


    5.  Officer
Signature (required)

    


    
      
        	
                 /s/ Steve Cochennet

              	 
      
	
                Signature
      of Officer

              	 
      


      

    

     

    IMPORTANT:
Failure to include any of the above information and submit the proper fees may
cause this filing to be rejected.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ENERJEX RESOURCES,
INC.

    


    CERTIFICATE
OF DESIGNATION

    OF

    PREFERENCES,
RIGHTS AND LIMITATIONS

    OF

    SERIES
A PREFERRED STOCK

    


    The
rights, preferences, restrictions and other matters relating to the EnerJex
Resources, Inc. (the “Corporation”) Series
A Preferred Stock are as follows:

    


    A.           Series A
Preferred Stock.  The "Series A Preferred Stock" and shall
consist of Four Million Seven Hundred Seventy-nine Thousand Four Hundred Sixty
(4,779,460) shares, par value $0.001 per share (the "Series A Preferred
Stock").

    


    B.           Preferred
Stock.  The rights, powers, preferences, privileges, and
restrictions of each share of Series A Preferred Stock are as
follows:

    


    1. 
          Dividends.  The holders of
record of shares of Series A Preferred Stock shall be entitled to receive
dividends out of funds legally available therefore, as set forth in this Section
1.

    


    1.1           Payment of Dividends on
Series A Preferred Stock.   The Corporation shall pay
dividends on the Series A Preferred Stock on a quarterly basis as set forth
below in an amount per share equal to the quotient determined by dividing (x)
the Cash Available for Distribution with respect to such quarter, by (y) the
number of shares of Series A Preferred Stock issued and outstanding on the
record date for such quarter.

    


    (a)           Cash Available for
Distribution.  For purposes of this Certificate of Designation,
the term "Cash Available for Distribution" shall mean, with respect to each
calendar quarter in which there are any shares of Series A Preferred Stock
outstanding, an amount equal to one-third of the Corporation’s net cash provided
from operating activities (adjusted for changes in accounts receivable, accounts
payable, and inventory), reduced by any principal
amount of debt repayment in such calendar quarter to the Corporation's
institutional bank lenders and other secured creditors.  For purposes
of the foregoing, the Corporation's "net cash provided from operating
activities" shall be determined in a manner consistent with the Corporation's
historical accounting practices consistently applied.

    


    (b)          Payment and Record
Dates.  The dividend payable on the Series A Preferred Stock
with respect to:

    


    (i)           The
calendar quarter ending March 31 shall be paid on or before June 30 to holders
of Series A Preferred Stock of record on May 31;

    


    (ii)           The
calendar quarter ending June 30 shall be paid on or before August 15 to holders
of Series A Preferred Stock of record on July 31;

    


    (iii)           The
calendar quarter ending September 30 shall be paid on or before November 15 to
holders of Series A Preferred Stock of record on October 31; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv)           The
calendar quarter ending December 31 shall be paid on February 15 to holders of
Series A Preferred Sock of record on January 31.

    


    (c)          Limit on Cumulative Amount of
Dividends.  Notwithstanding any other provision of this
Certificate of Designation to the contrary, in no event shall dividends be
payable on any share of Series A Preferred Stock in a cumulative amount per
share exceeding the Series A Maximum Cumulative Dividend Payment (as defined
below).

    


    1.2          Restrictions on Payment of
Dividends on other Classes and Series of Capital Stock.  For so
long as any shares of Series A Preferred Stock are issued and outstanding, the
Corporation shall not declare, pay or set aside any dividends on shares of any
other class or series of capital stock of the Corporation (other than dividends
on shares of Common Stock payable in shares of Common Stock) other than the
Series A Preferred Stock, unless the Corporation concurrently pays to the holder
of each issued and outstanding share of Series A Preferred Stock a dividend in a
like amount per as-converted share of Common Stock for each share of Common
Stock into which such Series A Preferred Stock is convertible as of the record
date for such dividend.

    


    2.         
   Liquidation, Dissolution or Winding Up; Certain Mergers,
Consolidations and Asset Sales

    


    2.1          Payments

    


    (a)           Priority Payment to Holders of
Series A Preferred Stock.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of shares of Series A Preferred Stock shall be entitled to be paid out
of the assets of the Corporation available for distribution to its stockholders,
prior and in preference to any payment to the holders of the Common Stock, by
reason of their ownership thereof, an amount per share equal to the "Series A
Liquidation Amount" (as defined below), and in each case subject to appropriate
adjustment in the event of any stock dividend, stock split, combination or other
similar recapitalization with respect to the Preferred Stock.  As used
herein, the "Series A
Liquidation Amount" shall equal the excess of (a) the Series A Original
Issue Price plus all declared and unpaid dividends payable with respect to such
share of Series A Preferred Stock, reduced by (b) the cumulative
amount of dividends paid on the Series A Preferred Stock.  If upon any
such liquidation, dissolution or winding up of the Corporation, the assets of
the Corporation available for distribution to its stockholders shall be
insufficient to pay the holders of shares of Series A Preferred Stock the full
amount to which they shall be entitled under this Section 2.1, then
holders of shares of Series A Preferred Stock shall share ratably in any
distribution of the assets 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.

    


    (b)           Remainder.  In
the event of any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, after the payment of all preferential amounts required to be
paid to the holders of shares of Series A Preferred Stock pursuant to Section 2.1, above,
the remaining assets of the Corporation available for distribution to its
stockholders shall be distributed among the holders of Series A Preferred Stock
(on an "as-converted" basis, as if all such shares were converted into the
number of shares of Common Stock into which the shares of each such Series are
then convertible), and holders of the Common Stock pro rata based upon the
number of shares of as-converted shares of Common Stock held by
each.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2            Deemed Liquidation
Events.  For purposes of this Section 2, the
occurrence of any of the following events (each, a "Deemed Liquidation
Event") shall be treated as a liquidation, dissolution or winding up of
the Corporation and shall entitle the holders of shares of Common Stock and
Series A Preferred Stock to receive the amounts specified in this Section 2 in cash,
securities or other forms of consideration: (a) any acquisition of the
Corporation by means of merger or other form of corporate reorganization in
which outstanding shares of the Corporation are exchanged for securities or
other consideration issued, or caused to be issued, by the acquiring corporation
or its subsidiary (other than a mere reincorporation transaction) and pursuant
to which the holders of the outstanding voting securities of the Corporation
immediately prior to such merger or other form of corporate reorganization fail
to hold equity securities representing a majority of the voting power of the
Corporation or surviving entity immediately following such merger or other form
of corporate reorganization; and (b) a sale, lease, transfer or disposition of
all or substantially all of the assets of the Corporation.

    


    2.3            Valuation of
Consideration.  In the event of a Deemed Liquidation Event, if
the consideration received by the Corporation is other than cash, its value will
be deemed its fair market value.  Any securities shall be valued as
follows:

    


     (a)           Securities
not subject to investment letter or other similar restrictions on free
marketability:

    


    (i)           If
traded on a securities exchange, the value shall be based on a formula approved
by the Board of Directors and derived from the closing prices of the securities
on such exchange over a specified time period;

    


    (ii)     
    If actively traded over-the-counter or on another
quotation medium, the value shall be based on a formula approved by the Board of
Directors and derived from the closing bid or sales prices (whichever is
applicable) of such securities over a specified time period; and

    


    (iii)         If
there is no active public market, the value shall be the fair market value
thereof, as determined in good faith by the Board of Directors.

    


     (b)           The
method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by
virtue of a shareholder’s status as an affiliate or former affiliate) shall be
to make an appropriate discount from the market value determined as specified
above in Section
2.3(a) to reflect the approximate fair market value thereof, as
determined in good faith by the Board of Directors.

    


    2.4           Notice of Liquidation
Transaction.  The Corporation shall give each holder of record
of Series A Preferred Stock written notice of any impending Deemed Liquidation
Event not later than 10 days prior to the stockholders’ meeting called to
approve such Deemed Liquidation Event, or 10 days prior to the closing of such
Deemed Liquidation Event, whichever is earlier, and shall also notify such
holders in writing of the final approval of such Deemed Liquidation
Event.  The first of such notices shall describe the material terms
and conditions of the impending Deemed Liquidation Event and the provisions of
this Section 2,
and the Corporation shall thereafter give such holders prompt notice of any
material changes.  Unless such notice requirements are waived, the
Deemed Liquidation Event shall not take place sooner than 10 days after the
Corporation has given the first notice provided for herein or sooner than 10
days after the Corporation has given notice of any material changes provided for
herein.  Notwithstanding the other provisions of Certificate of
Designation, all notice periods or requirements in this Certificate of
Designation may be shortened or waived, either before or after the action for
which notice is required, upon the written consent of the holders of at least a
majority of the
then outstanding shares of Series A Preferred Stock.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.5           Effect of
Noncompliance.  In the event the requirements of this Section 2 are not
complied with, the Corporation shall forthwith either cause the closing of the
Liquidation Transaction to be postponed until the requirements of this Section 2 have been
complied with, or cancel such Deemed Liquidation Event, in which event the
rights, preferences, privileges and restrictions of the holders of Series A
Preferred Stock shall revert to and be the same as such rights, preferences,
privileges and restrictions existing immediately prior to the date of the first
notice referred to in Section
2.4.

    


    3.           Conversion
of Shares.  As of any date,
each share of Series A Preferred Stock shall be convertible under this Section 3 into a
number of shares of Common Stock as would be determined by dividing the Series A
Original Issue Price by the "Series A Conversion Price" (as defined below) then
in effect at the time of conversion.  The Series A Conversion Price
shall be subject to adjustment as set forth below.

    


    3.1           Right to
Convert.  Each share of Series A Preferred Stock may be
converted, at the option of the holder thereof, at any time after the date of
issuance of such share, at the office of the Corporation or any transfer agent
for the Series A Preferred Stock.

    


    (a)           Surrender of
Certificate.  Before any share of Series A Preferred Stock may
be converted into shares of Common Stock under this Section 3.1, the
holder thereof shall surrender the certificate therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Series A Preferred
Stock, and shall give written notice by mail, postage prepaid, to the
Corporation at its principal corporate office, of the election to convert the
same, and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued.  As soon as
practicable thereafter, the Corporation shall issue and deliver at such office
to such holder of  Series A Preferred Stock, 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.

    


    (b)           Timing of
Conversion.  Any conversion under this Section 3.1 shall be
deemed to occur immediately prior to the close of business on the date of such
surrender of the share certificates for the Series A Preferred Stock to be
converted, 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 as of such
date.  If the conversion is in connection with an underwritten offer
of securities registered pursuant to the Securities Act of 1933, as amended, or
a merger or sale of assets or other pending reorganization of the Corporation,
then the conversion may, at the option of any holder tendering Series A
Preferred Stock for conversion, be conditioned upon the closing of the sale of
securities pursuant to such offering, or of such other transaction, in which
event the person entitled to receive the Common Stock issuable upon such
conversion of the Series A Preferred Stock shall be deemed not to have converted
such Series A Preferred Stock until immediately prior to the closing of such
sale of securities or other such transaction.

    


    3.2           Automatic
Conversion.  Each share of Series A Preferred Stock shall
automatically be converted into the number of shares of Common Stock into which
it is then convertible at the Series A Conversion Price then in effect upon the
earlier to occur of (i) the first date as of which the Corporation has paid to
the holder of each issued and outstanding share of Series A Preferred Stock a
cumulative amount equal to the Series A Original Issue Price, or (ii) the date
on which such automatic conversion is approved by the holders of a number of
shares of Series A Preferred Stock representing a majority of the then issued
and outstanding shares of Series A Preferred Stock.  In the event of
an automatic conversion in accordance with clause (i) of this Section 3.2, the
Series A Preferred Stock shall be deemed to have been so converted as of the
date on which the Corporation pays to the holders of then issued and outstanding
Series A Preferred Stock the final dividend payment that occasions satisfaction
of the Maximum Cumulative Dividend Payment thereon.  

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.3           Series A Conversion Price
Adjustments.  The Series A Conversion Price shall be subject to
adjustment from time to time as follows:

    


    (a)           In
the event the Corporation shall declare or pay any dividend on the Common Stock
payable in Common Stock or in any right to acquire Common Stock or in the event
the outstanding shares of Common Stock shall be subdivided by stock split,
reclassification or otherwise, into a greater number of shares of Common Stock,
then the Series A Conversion Price shall, concurrently with the declaration or
payment of such dividend or the effectiveness of such subdivision, be
proportionately decreased.  In the event the outstanding shares of
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, then the Series A
Conversion Price shall, concurrently with the effectiveness of such combination
or consolidation, be proportionately increased.  In the event that the
Corporation shall declare or pay any dividend on the Common Stock payable in any
right to acquire Common Stock for no consideration, the Corporation shall be
deemed to have made a dividend payable in Common Stock in an amount equal to the
maximum number of shares issuable upon exercise of such rights to acquire Common
Stock.

    


    (b)           In
the event the Corporation at any time or from time to time makes (or fixes a
record date for the determination of holders of Common Stock entitled to
receive) a distribution (excluding any repurchases of securities by the
Corporation not made on a pro rata basis from all holders of any class of the
Corporation's securities (subject to obtaining any consents required elsewhere
in this Certificate of Designation)) payable in property or in securities of the
Corporation other than shares of Common Stock, then (except as otherwise
provided in Section
2, above, and subject to adjustment as otherwise required by this Section 3.3) in each
such event the holders of Series A Preferred Stock shall receive, at the time of
such distribution, the amount of property or the number of securities of the
Corporation that they would have received had their Series A Preferred Stock
been converted into Common Stock on the date of such event.

    


    (c)           Except
as provided in Section
2, above, if the Common Stock issuable upon conversion of the Series A
Preferred Stock shall be changed into the same or a different number of shares
of any other class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of shares
provided for above), then each share of Series A Preferred Stock thereafter
shall be convertible into the number of shares of stock or other securities or
property to which holders of the number of shares of Common Stock of the
Corporation deliverable upon conversion of such share of Series A Preferred
Stock shall have been entitled immediately prior to such reorganization or
reclassification.

    


    (d)           For
purposes of this Certificate of Designation, the following definitions shall
apply:

    


    (i)           "Series A Maximum Cumulative
Dividend Payment" shall mean a cumulative amount, paid from and after the
Series A Original Issue Date, equal to the Series A Original Issue
Price.

    


    (ii)           "Series A Conversion
Price" shall initially be equal to One Dollar ($1.00) per share and shall
be subject to adjustment from time to time pursuant to Section
3.3.

    


    (iii)          "Series A Original Issue
Date" shall mean the date on which the first share of Series A Preferred
Stock was issued.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv)           "Series A Original Issue
Price" shall be One Dollar ($1.00) per share.

    


    3.4            No
Impairment.  The Corporation (i) shall not, by amendment of
this Certificate of Designation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the terms of
this Section 3;
and (ii) at all times in good faith shall assist in the carrying out of all of
the provisions of this Section 3 and shall
take all such action as may be necessary or appropriate in order to protect
against impairment of the conversion rights of the holders of the Series A
Preferred Stock.

    


    3.5            Certificate.  Upon
the occurrence of each adjustment or readjustment of the Series A Conversion
Price pursuant to this Section 3, the
Corporation, at its expense, promptly shall compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred Stock a certificate executed by the Corporation’s
President and Secretary, setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is
based.  Upon the written request at any time of any holder of Series A
Preferred Stock, the Corporation shall furnish to such holder a like certificate
describing such adjustment and readjustment, the Series A Conversion Price at
the time in effect and the number of shares of Common Stock and the amount, if
any, of other property which at the time would be received upon the conversion
of a share of Series A Preferred Stock.

    


    3.6            No Fractional
Shares.  No fractional share shall be issued upon the
conversion of any share or shares of Series A Preferred Stock.  All
shares of Common Stock (including fractions thereof) issuable upon conversion of
more than one share of Series A Preferred Stock by a holder thereof shall be
aggregated for purposes of determining whether the conversion would result in
the issuance of any fractional share.  If, after the aforementioned
aggregation, the conversion would result in the issuance of a fraction of a
share of Common Stock, then the Corporation shall, in lieu of issuing any
fractional share, pay the holder otherwise entitled to such fraction a sum in
cash equal to the fair market value of such fraction on the date of conversion
(as determined in good faith by the Board of Directors).

    


    3.7            Record
Date.  If the Corporation endeavors to determine the record
holders or any class of securities of capital stock for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase, or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, then the Corporation
shall mail to each record holder of Series A Preferred Stock, at least twenty
(20) days prior to the date specified as the record date in such action, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution, or right, and the amount and character
of such dividend, distribution, or right.

    


    3.8            Reservation of
Stock.  The Corporation at all times shall reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the shares of Series A Preferred
Stock, such number of its shares of Common Stock as shall, from time to time, be
sufficient to effect the conversion of all outstanding shares of Series A
Preferred Stock.  If at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of Series A Preferred Stock, then in addition to such
other remedies as shall be available to the holders of Series A Preferred Stock,
the Corporation shall take such corporate action as, in the opinion of its
counsel, may be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes,
including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to this Certificate of
Designation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.9            Notices.  Any
notice required by this Section 3 to be given
to the holders of Series A Preferred Stock shall be deemed given if deposited in
the United States mail, postage prepaid, and addressed to each holder of record
at such holder's address appearing on the books of the Corporation.

    


    3.10            No Adjustment of Series A
Conversion Price.  No adjustment in the Series A Conversion
Price shall be made as the result of the issuance or deemed issuance of
Additional Shares of Common Stock.

    


    3.11            Effect of
Conversion.  All shares of Series A Preferred Stock which shall
have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares shall
immediately cease and terminate at the time of such conversion, except only the
right of the holders thereof to receive shares of Common Stock in exchange
therefor and to receive payment of any dividends declared but unpaid
thereon.  Any shares of Series A Preferred Stock so converted shall be
retired and cancelled and may not be reissued as shares of such series, and the
Corporation may thereafter take such appropriate action (without the need for
stockholder action) as may be necessary to reduce the authorized number of
shares of Series A Preferred Stock accordingly.

    


    3.12            No Further
Adjustment.  Upon any such conversion, no adjustment to the
Series A Conversion Price shall be made for any declared but unpaid dividends on
the Series A Preferred Stock surrendered for conversion or on the Common Stock
delivered upon conversion.

    


    3.13            Taxes.  The
Corporation shall pay any and all issue and other similar taxes that may be
payable in respect of any issuance or delivery of shares of Common Stock upon
conversion of shares of Series A Preferred Stock pursuant to this Section
3.  The Corporation shall not, however, be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of shares of Common Stock in a name other than that in which the shares
of Series A Preferred Stock so converted were registered, and no such issuance
or delivery shall be made unless and until the person or entity requesting such
issuance has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

    


    4.           Voting.  As
of any date, each holder of shares of  Series A Preferred Stock shall
be entitled to a number of votes equal to the number of shares of Common Stock
into which such shares of Series A Preferred Stock could be converted as of such
date under Section
3, and shall have voting rights and powers equal to the voting rights and
powers of the Common Stock (except as otherwise expressly provided herein or as
required by law, voting together with the Common Stock as a single class), and
shall be entitled to notice of any stockholders' meeting in accordance with the
Bylaws of the Corporation.  Fractional votes shall not, however, be
permitted and any fractional voting rights resulting from the above formula
(after aggregating all shares into which shares of Series A Preferred Stock held
by each holder could be converted) shall be rounded to the nearest whole number
(with one-half being rounded upward).

    


    5.           Protective
Provisions

    


    5.1            Series A Preferred
Stock.  Notwithstanding the provisions of Section 4, above, the
Corporation shall not take any of the following actions without first obtaining
the prior approval of  the holders of a number of shares of Series A
Preferred Stock, voting as a separate class, representing a majority of the then
issued and outstanding shares of Series A Preferred Stock:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a)           Amend Certificate of
Designation.  Amend, alter, or repeal any provision of this
Certificate of Designation; or

    


    (b)           Reclassification; Other
Securities.  Either (i) reclassify or otherwise change the
rights, preferences, or privileges of any securities of the Corporation so as to
cause such securities to have rights that are senior to or pari passu with the rights of
holders of the Series A Preferred Stock with respect to dividend payments or
liquidation proceeds, or (ii) create, or authorize the creation of, or issue or
obligate itself to issue, shares of any class or series of capital stock with
rights that are senior to or pari passu with the rights of
the holders of the Series A Preferred Stock with respect to dividend payments or
liquidation proceeds.

    


    5.2          No
Avoidance.  The Corporation will not, by amendment of this
Certificate of Designation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of the Series A Preferred Stock set forth herein and will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate, subject to the terms hereof, in order
to protect the rights of the holders of the Series A Preferred Stock against
dilution or other impairment, including without limitation the preservation of
the voting rights in this Section
5.

    


    6.           No
Reissuance of Preferred Stock.  No share or shares of Series A
Preferred Stock acquired by the Corporation by reason of purchase, conversion or
otherwise shall be reissued, and all such shares shall be cancelled, retired and
eliminated from the shares that the Corporation shall be authorized to
issue.

     

    [Signatures appear on the following
page.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Designation
this 31 day of December, 2010.

    


    
      
        	
                /s/ Steve Cochennet

              	 
      
	
                Steve
      Cochennet, CEO/President