**CERTIFICATE
      OF DESIGNATION,**


**PREFERENCES
      AND**


**RIGHTS
      OF SERIES C PREFERRED STOCK**


**OF**


**OCEAN
      WEST HOLDING CORPORATION**





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





Ocean
      West Holding Corporation (the “Corporation”), a corporation organized and
      existing under the Delaware General Corporation Law (the “DGCL”), hereby
      certifies that the following resolutions were first adopted by the board of
      directors of the Corporation (the “Board of Directors”) on August 24, 2006,
      pursuant to authority of the Board of Directors as required by Section 151(g)  of
      the
      DGCL.





RESOLVED,
      that pursuant to the authority granted to and vested in the Board of Directors
      in connection with the Corporation entering into an agreement with Expert System
      SpA to acquire an exclusive license for the mobile communications industry
      and
      in accordance with the provisions of Article Third of the Certificate of
      Incorporation of the Corporation, as amended (the “Certificate of
      Incorporation”), which created and authorized 10,000,000 shares of preferred
      stock of the Corporation, par value of $.01 per share (the “Preferred Stock”),
      of which 1,500,000 shares of Series A Preferred Stock are currently authorized
      and 522,500 issued and outstanding and 1,600,000 shares of Series B Preferred
      Stock are authorized and none are issued and outstanding, so that
      6,900,000 **** shares
      of
      Preferred Stock have the status of authorized but unissued shares and are
      available for issuance, the Board of Directors hereby establishes a new series
      of Preferred Stock, Series C Preferred Stock, $.01 par value per share (the
      “Series C Preferred Stock”) to consist of 400,000 shares, and hereby fixes the
      powers, designation, preferences, relative, participating, optional and other
      rights of such series of Series C Preferred Stock, and the qualifications,
      limitations and restrictions thereof, in addition to those set forth in said
      Article Third, as follows:





**“Series
      C Preferred Stock.”**




1. Number
      Authorized and Designation .
      Of the
      10,000,000 shares of preferred stock authorized under Article Third of the
      Certificate of Incorporation, the Corporation shall have the authority to issue
      400,000 shares of Series C Preferred Stock, upon the terms, conditions, rights,
      preferences and limitations set forth herein.





2. Rights,
      Preferences and Limitations .
      The
      relative rights, preferences and limitations of Series C Preferred Stock are
      as
      follows:





(a) *Rank* .
      The
      Series C Preferred Stock shall rank (i) senior to all of the Common Stock,
      par
      value $.01 per share (“Common Stock”); (ii) prior to any class or series of
      capital stock of the Corporation hereafter created specifically ranking by
      its
      terms junior to any Series C Preferred Stock of whatever subdivision
      (collectively, with the Common Stock, “Junior Securities”); (iii) on parity with
      any class or series of capital stock of the Corporation created specifically
      ranking by its terms on parity with the Series C Preferred Stock (“Parity
      Securities”), in each case, as to distributions of assets upon liquidation,
      dissolution or winding up of the Corporation, whether voluntarily or
      involuntarily (all such distributions being referred to collectively as
“Distributions”).








(b) *Dividends.* Except
      as provided by the DGCL the holders of record of Series C Preferred Stock shall
      not be entitled to receive dividends.





(c) *Conversion* .
      The
      Corporation has filed with the Securities and Exchange Commission a Schedule
      14C
      Information Statement to, among other things, increase its authorized Common
      Stock. At such time as our Certificate of Incorporation is amended to increase
      the authorized capital all shares of Series C Preferred Stock will automatically
      be converted on a one for ten basis (the “Conversion Rate”) into ten (10) shares
      of Common Stock of the Corporation. The Conversion Rate in effect on the
      conversion date for the Series C Preferred Stock shall be subject to adjustment
      whenever there shall occur a stock split, stock dividend, combination,
      recapitalization, reclassification or other similar event involving a change
      in
      the Common Stock.





(i) *Mechanics
      of Conversion* .
      No
      fractional shares of Common Stock shall be issued upon conversion of the Series
      C Preferred Stock. In lieu of any fractional shares to which the holder would
      otherwise be entitled, the Corporation shall pay cash equal to such fraction
      multiplied by the then fair market value of the Common Stock as determined
      by
      the Board of Directors in good faith. Twenty days following the mailing of
      the
      14C Information Statement, the Series C Preferred will be cancelled on the
      books
      of the Company and Common Shares of the Company will automatically be issued
      by
      the Company’s transfer agent and mailed via Certified mail to each holder of the
      Series C Preferred Stock. The Corporation shall, as soon as practicable, issue
      and deliver at such office to such holder of Preferred Stock, or to his nominee
      or nominees, a certificate or certificates for the number of shares of Common
      Stock to which he shall be entitled as aforesaid. Conversions shall be deemed
      to
      have been made immediately prior to the close of business on the date of such
      surrender of the shares of Series C Preferred Stock to be converted, and the
      person or persons entitled to receive the shares of Common Stock issuable upon
      conversion shall be treated for all purposes as the record holder or holders
      of
      such shares of Common Stock on such date.





(ii) *Rights
      Upon Conversion* .
      All
      shares of Series C Preferred Stock which shall have been converted as herein
      provided shall no longer be deemed to be outstanding and all rights with respect
      to such shares, including the rights, if any, to receive notices and to vote,
      shall forthwith cease and terminate except only the right of the holder thereof
      to receive shares of Common Stock in exchange therefore and payment of any
      accrued and unpaid dividends thereon.





(d) *Voting
      Rights.* Except
      as
      provided below and by the DGCL, holders of Series C Preferred Stock shall have
      no voting rights on matters submitted to a vote of stockholders of the
      Corporation.





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The
      Corporation shall not amend, alter, change or repeal the preferences,
      privileges, special rights or other powers of the Series C Preferred Stock
      so as
      to adversely affect the Series C Preferred Stock, without the written consent
      or
      affirmative vote of the holders of at least a majority of the then outstanding
      aggregate number of shares of such affected Series C Preferred Stock, given
      in
      writing or by vote at a meeting, consenting or voting (as the case may be)
      separately as a class; provided , however ;
      the
      Corporation may at any time without the vote or consent of the stockholders
      of
      the Series C Preferred Stock or any other stockholder amend the Series C
      Certificate of Designation to increase or reduce the number of shares designated
      thereunder so long as any reduction does not result in the designation of less
      Series C Preferred Stock than is issued and outstanding at the time of the
      reduction.





(e) *Preemptive
      Rights.* Holders
      of Series C Preferred Stock shall have no preemptive rights.





(f) *Liquidation
      Rights.* Upon
      liquidation, dissolution or winding up of the Corporation, whether voluntary
      or
      involuntary, each holder of shares of Series C Preferred Stock shall be entitled
      to receive, immediately after any distribution of securities required by the
      Certificate of Incorporation, in preference to any distributions of any of
      the
      assets or surplus funds of the Corporation to the holders of the Common Stock
      and pari passu with any distribution of Parity Securities, an amount equal
      to
      $.01 per share of Series C Preferred Stock, plus an additional amount equal
      to
      any dividends declared but unpaid on such shares before any payments shall
      be
      made or any assets distributed to holders of any class of Common Stock. If,
      upon
      any such liquidation, dissolution or winding up of the Corporation, the assets
      of the Corporation shall be insufficient to pay the holders of shares of the
      Series C Preferred Stock the amount required under the preceding sentence,
      then
      all remaining assets of the Corporation shall be distributed ratably to holders
      of the shares of the Series C Preferred Stock. An amount equal to $.01 per
      share, plus an additional amount equal to any dividend declared but unpaid
      on
      such Common Stock, shall then be paid ratably to the holders of the Common
      Stock. All assets remaining thereafter shall then be distributed, pari passu,
      to
      all the holders of the Series C Preferred Stock (on the basis as if all
      outstanding shares of Series C Preferred Stock had been converted into Common
      Stock) and Common Stock.”





(g) Anti-Dilution .





(i) Adjustment
      for Dividends, Stock Splits and Combinations .
      If
      outstanding shares of the Common Stock shall be subdivided into a greater number
      of shares, or a dividend in Common Stock or other securities of the Corporation
      convertible into or exchangeable for Common Stock (in which latter event the
      number of shares of Common Stock issuable upon the conversion or exchange of
      such securities shall be deemed to have been distributed) shall be paid in
      respect of the Common Stock, then the Conversion Rate in effect immediately
      prior to such subdivision or at the record date of such dividend shall,
      simultaneously with the effectiveness of such subdivision or immediately after
      the record date of such dividend, be proportionately reduced, and conversely,
      if
      outstanding shares of the Common Stock of the Corporation shall be combined
      into
      a smaller number of shares, the Conversion Rate in effect immediately prior
      to
      such combination shall simultaneously with the effectiveness of such
      combination, be proportionately increased. Any such adjustment to the Conversion
      Rate shall become effective at the close of business on the date the subdivision
      or combination referred to herein becomes effective.





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(ii) Adjustments
      for Other Dividends .
      If the
      Corporation at any time, or from time to time, shall make or issue, or fix
      a
      record date for the determination of holders of shares of Common Stock entitled
      to receive a dividend or other distribution payable in securities of the
      Corporation other than shares of Common Stock or securities convertible into
      or
      exchangeable for Common Stock, then and in each such event, provision shall
      be
      made so that the holders Series C Preferred Stock shall receive upon conversion
      thereof, in addition to the number of shares of Common Stock receivable
      thereupon, the amount of securities of the Corporation which they would have
      received had their Series C Preferred Stock been converted into Common Stock
      on
      the date of such event and had thereafter, during the period from the date
      of
      such event to and including the date of conversion, retained such securities
      receivable by them as aforesaid during such period, giving application to all
      adjustments called for during such period with respect to the rights of the
      holders of Series C Preferred Stock.





(h) Registration
      Rights. The Corporation shall amend its current Registration to cover the four
      (4) million shares of underlying Common Stock herein within 90 days or no later
      than December 1, 2006. If however, the Securities and Exchange Commission does
      not allow the amendment of the current Registration Statement, the Company
      will
      file a new Registration Statement on or before December 1, 2006 covering the
      four (4) million Common Shares.





(i) Reservation
      of Shares .
      The
      Corporation shall at all times reserve out of its authorized but unissued shares
      of Common Stock such number of shares of Common Stock as shall from time to
      time
      be sufficient to permit the conversion of all of the Series C Preferred Stock
      then outstanding, and 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 Series C Preferred Stock, the Corporation shall take such
      action as may be necessary to increase its authorized but unissued shares of
      Common Stock to such number of shares as shall be sufficient for such purpose.
      In that regard until such time as the Corporation’s Certificate of Incorporation
      is amended to increase its authorized Common Stock, neither the Series A, Series
      B Preferred Stock, nor Series C Preferred Stock shall be convertible into Common
      Stock. All shares of Common Stock when issued upon conversion of Series C
      Preferred Stock shall be validly issued, fully paid and
      non-assessable.





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IN
      WITNESS WHEREOF, the Corporation has caused this Certificate of Designation,
      Preferences and Rights of Series C Preferred Stock to be signed by the
      undersigned authorized officer this 6 th day of
      September, 2006.





/s/
              Darryl CohenDarryl CohenPresident and Chief Executive
              Officer





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