**AMENDED
      AND RESTATED**


**CERTIFICATE
      OF DESIGNATION,**


**PREFERENCES
      AND**


**RIGHTS
      OF SERIES B 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 July 20, 2006,
      pursuant to authority of the Board of Directors as required by Section 151(g)  of
      the
      DGCL. No shares of Series B Preferred Stock (as defined below) have been issued
      since the Board of Directors adopted a resolution establishing the Series B
      Preferred Stock. Therefore, the Board of Directors of August 21, 2006, amended
      and restated this Certificate of Designation to read as follows:





RESOLVED,
      that pursuant to the authority granted to and vested in the Board of Directors
      in connection with the offering of up to 320 units (the “Units”) at a price of
      $50,000 per Unit (the “Offering”), or a maximum Offering of $16,000,000 pursuant
      to a confidential private placement memorandum originally dated March 21, 2006
      (the “PPM”) as supplemented and amended, with each Unit consisting of (i)
      warrants to purchase 100,000 shares of the Corporation’s Common Stock, par value
      $.01 per share, exercisable for a period of three years at a price of $.50
      per
      warrant (“$.50 Warrants”) and (ii) 5,000 10% (PIK) Series B Shares of Preferred
      Stock of the Corporation at $10 per share face value (“Face Value”) or $50,000
      aggregate Face Value; 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 so that
      8,500,000 **** 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 10% (PIK) Preferred Stock, $10 per Share Face Value Series B Preferred Stock,
      $.01 par value per share (the “Series B Preferred Stock”) to consist of
      1,600,000 shares, and hereby fixes the powers, designation, preferences,
      relative, participating, optional and other rights of such series of Series
      B
      Preferred Stock, and the qualifications, limitations and restrictions thereof,
      in addition to those set forth in said Article Third, as follows:





**“Series
      B 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
      1,600,000 shares of Series B 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 B Preferred Stock are
      as
      follows:





(a) *Rank* .
      The
      Series B 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 B Preferred Stock of whatever subdivision
      (collectively, with the Common Stock, “Junior Securities”); (iii) on parity with
      the Series A Preferred Stock and any class or series of capital stock of the
      Corporation created specifically ranking by its terms on parity with the Series
      B 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.* The
      holders of record of Series B Preferred Stock shall be entitled to receive,
      when, as and if declared by the Board of Directors, dividends paid in shares
      of
      Series B Preferred Stock (“PIK”). Stock dividends shall be payable at the annual
      rate of ten (10%) percent, or $1.00 per Share ( i.e. ,
      one
      tenth of one Share). The initial dividend paid after the date of original
      issuance of any shares or fractions of a share of Series B Preferred Stock
      shall
      accrue from such date of issuance on a pro rata basis. Dividends shall be
      payable to holders of record, as they appear on the stock books of the
      Corporation on such record dates as may be declared by the Board of Directors,
      not more than sixty (60) days, nor less than ten (10) days preceding the payment
      dates of such dividends. If the dividend on the Series B Preferred Stock, shall
      not have been paid or set apart in full for the Series B Preferred Stock when
      payable, the aggregate deficiency shall be cumulative and shall be fully paid
      or
      set apart for payment before any dividends shall be paid upon or set apart
      for,
      or any other distributions paid made on, or any payments made on account of
      the
      purchase, redemption or retirement of, the Common Stock or any other series
      of
      Preferred Stock of the Corporation ranking, as to dividends or distributions
      of
      assets on liquidation, dissolution or winding up of Corporation, junior to
      the
      Series B Preferred Stock other than, in the case of dividends or distributions,
      dividends or distributions paid in shares of Common Stock or such other junior
      ranking stock. When dividends are not paid in full upon the shares or fractions
      of a share of Series B Preferred Stock, Series A Preferred Stock and any other
      Preferred Stock ranking on a parity as to payment of dividends with this Series
      B Preferred Stock, all dividends declared upon this series and any other
      Preferred Stock ranking on a parity as to dividends with this series shall
      be
      declared, pro rata, so that the amount of dividends declared per share or
      fraction of a share on this Series B Preferred Stock, Series A Preferred Stock
      and such other Preferred Stock shall in all cases bear to each other the same
      rates that accrued dividends per share on the shares of Series B Preferred
      Stock
      and such other Preferred Stock bear to each other. Accumulations of dividends
      on
      the Series B Preferred Stock shall not bear interest.





(c) (i) *Conversion* .
      Upon
      the election of an investor (“Investor”) at any time after the last closing of
      the Offering, the Face Value of each Share of Series B Preferred Stock is
      convertible at a price equal to $0.50 per share of Common Stock (the “Conversion
      Price”). The number of fully paid and non-assessable shares of Common Stock to
      which a holder of Series B Preferred Stock shall be entitled to receive upon
      conversion shall be the product obtained by multiplying the Conversion Price
      by
      the Face Value of the shares of Series B Preferred Stock being converted at
      any
      time. The Conversion Price in effect on the conversion date for the Series
      B
      Preferred Stock shall be in accordance with the provisions of subsection (iii)
      below, 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. Notwithstanding the foregoing, the
      Corporation has filed with the SEC a Schedule 14C Information Statement to,
      among other things, increase its authorized Common Stock. Until such time as
      our
      Certificate of Incorporation is amended to increase the authorized capital,
      holders of Series B Preferred Stock will be unable to convert their Preferred
      Stock.





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(i) *Mandatory
      Conversion.* Each
      share of Series B Preferred Stock shall automatically convert (without any
      action by the holders of such shares and whether or not the certificates
      representing such shares are surrendered to the Corporation or its transfer
      agent) into that number of fully paid and nonassessable shares of Common Stock
      at the Conversion Price (initially $0.50 per share) determined in accordance
      with the provisions of subsections 2(c)(i) and (iii) herein, automatically
      without written notice after the second anniversary date of the first issuance
      of the Series B Preferred Stock. The Corporation will continue paying PIK
      dividends through the Conversion Date.





(ii) *Mechanics
      of Conversion* .
      No
      fractional shares of Common Stock shall be issued upon conversion of the
      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. Before any holder of Preferred Stock
      shall
      be entitled to receive certificates representing shares of Com-mon Stock
      issuable upon conversion of the Preferred Stock, he shall surrender the
      certificate or certificates therefore, duly endorsed, at the office of the
      Corporation or of any transfer agent for the Preferred Stock, and shall give
      five (5) days’ prior written notice to the Corporation at such office that he
      elects to convert the same, and shall state therein his name or the name or
      names of his nominees in which he wishes the certificate or certificates for
      shares of Common Stock to be issued. The Corporation shall, as soon as
      practicable after receipt of the certificate(s) representing Preferred Stock,
      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 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.





(iii) *Adjustment
      to Conversion Price for Stock Dividends, Stock Splits and
      Combinations* .
      In the
      event the Corporation shall at any time or from time to time effect a
      subdivision of the outstanding Common Stock, the Conversion Price then in effect
      immediately before that subdivision shall be proportionately decreased, and,
      conversely, in the event the Corporation shall at any time or from time to
      time
      combine the outstanding shares of Common Stock, the Conversion Price then in
      effect immediately before the combination shall be proportionately increased.
      Any adjustment pursuant to this subsection (e) shall become effective at the
      close of business on the date the subdivision or combination becomes
      effective.





(iv) *Reservation
      of Shares* .
      The
      Corporation shall at all times reserve out 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 B 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 shares of Series B 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.
      All shares of Common Stock issued upon due conversion of shares of Series B
      Preferred Stock shall be validly issued, fully paid and
      non-assessable.





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(v) *Rights
      Upon Conversion* .
      All
      shares of Series B 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, 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 Delaware General Corporation Law, holders of Series
      B
      Preferred Stock shall have no voting rights on matters submitted to a vote
      of
      stockholders of the Corporation.





The
      Corporation shall not amend, alter, change or repeal the preferences,
      privileges, special rights or other powers of the Series B Preferred Stock
      so as
      to adversely affect the Series B 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 B 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 B Preferred Stock or any other stockholder amend the Series B
      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 B Preferred Stock than is issued and outstanding at the time of the
      reduction.





So
      long
      as shares of Series B Preferred Stock are outstanding, the Corporation shall
      not
      without first obtaining the approval (by vote or written consent, as provided
      by
      law) of the holders of at least a majority of the then outstanding shares of
      Series B Preferred Stock: (i) create any new class or series of stock having
      a
      preference over the Series B Preferred Stock with respect to Distributions,
      (ii)
      dissolve the Corporation or effectuate a liquidation, (iii)
      enter into any agreement for, or consummate, any merger, recapitalization,
      reclassification, sale of all or substantially all of the assets of the
      Corporation, or any acquisition of the stock or assets of another entity, or
      (iv) elect one member of the Board of Directors of the Corporation together
      with
      the holders of Series A Preferred Stock.





(e) *Preemptive
      Rights.* Holders
      of Series B 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 B 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
      $10 per share of Series B 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 B 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 B Preferred Stock. An amount equal to $10 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 B Preferred Stock (on the basis as if all outstanding
      shares of Series B Preferred Stock had been converted into Common Stock) and
      Common Stock.”





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(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 Price 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 Price in effect immediately prior
      to
      such combination shall simultaneously with the effectiveness of such
      combination, be proportionately increased. Any such adjustment to the Conversion
      Price shall become effective at the close of business on the date the
      subdivision or combination referred to herein becomes effective.





(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 B 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 B 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 B Preferred Stock.





(iii) Reorganizations,
      Mergers, Consolidations or Reclassifications .
      In the
      event of any capital reorganization, any reclassification of the Common Stock
      (other than a change in par value), or the consolidation or merger of the
      Corporation with or into another person, the holders of Series B Preferred
      Stock
      shall thereafter be entitled to receive, and provision shall be made therefore
      in any agreement relating thereto, cash in the amount of the Face Value of
      the
      Series B Preferred Stock plus accrued dividends payable in cash equal to the
      number of shares of Series B Preferred Stock issued as dividends multiplied
      by
      the Conversion Price.





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(iv) Sale
      of Additional Shares .





(i) If
      at any
      time or from time to time the Corporation shall elect to issue or sell
      Additional Shares of Common Stock (as hereinafter defined), or is deemed to
      have
      issued or sold Additional Shares of Common Stock, other than as a dividend
      or
      other distribution on any class of stock as provided in Section g(i) above
      and other than as a subdivision or combination of shares of Common Stock as
      provided in Section g(i) above, for a consideration per share less than the
      then existing Conversion Price, then, and in each such case, the Corporation
      shall either (i) obtain in advance of any such proposed issuance, the consent
      of
      the Investor Representative to the Offering, or (ii) redeem the Series B
      Preferred Stock as provided in subsection (i) below.





(ii) For
      the
      purpose of determining whether any proposed issuance is of less than the
      Conversion Price any adjustment in the Conversion Price or number of shares
      of
      Common Stock issuable upon conversion of Series A Shares, as provided above,
      the
      consideration received by the Corporation for any issuance or sale of securities
      shall:





(A) to
      the
      extent it consists of cash, be computed at the gross amount of cash received
      by
      the Corporation before deduction of any expenses payable directly or indirectly
      by the Corporation and any underwriting or similar commissions, compensations,
      discounts or concessions paid or allowed by the Corporation in connection with
      such issuance or sale; ****





(B) to
      the
      extent it consists of property other than cash, the consideration other than
      cash shall be computed at the fair market value thereof as determined in good
      faith by the Board, at or about (but in either case as of) the date of the
      adoption of the resolution specifically authorizing such issuance or sale,
      irrespective of any accounting treatment thereof; provided , however ,
      that
      such fair market value as determined by the Board, when added to any cash
      consideration received in connection with such issuance or sale, shall not
      exceed the aggregate market price of the Additional Shares of Common Stock
      being
      issued, as of the date of the adoption of such resolution; and





(C) if
      Additional Shares of Common Stock, Convertible Securities (as defined below)
      or
      rights or options to purchase either Additional Shares of Common Stock or
      Convertible Securities are issued or sold together with other stock or
      securities or other assets of the Corporation for consideration which covers
      both, the consideration received for the Additional Shares of Common Stock,
      Convertible Securities or rights or options shall be computed as that portion
      of
      the consideration so received which is reasonably determined in good faith
      by
      the Board to be allocable to such Additional Shares of Common Stock, Convertible
      Securities or rights or options.





(iii) For
      the
      purpose of subsection (i) above, if at any time, or from time to time, the
      Corporation issues any stock or other securities convertible into Additional
      Shares of Common Stock (other than the issuance of additional Series B Preferred
      Stock as provided in the purchase agreement under which the Series B Preferred
      Stock were purchased sold by the Corporation to the initial purchasers thereof)
      (“ Convertible
      Securities ”)
      or
      issues any rights or options to purchase Additional Shares of Common Stock
      or
      Convertible Securities (“ Rights ”),
      then,
      and in each such case, if the Effective Conversion Price (as defined below)
      of
      such Rights or Convertible Securities shall be less than the Conversion Price
      in
      effect immediately prior to the issuance of such Rights or Convertible
      Securities, the Corporation shall be deemed to have issued at the time of the
      issuance of such Rights or Convertible Securities the maximum number of
      Additional Shares of Common Stock issuable upon exercise or conversion thereof
      and to have received in consideration therefore an amount equal to the aggregate
      Effective Conversion Price of such Rights or Convertible Securities.
“ Effective
      Conversion Price ”
means
      the lowest amount of consideration, if any, received or receivable by the
      Corporation with respect to any Additional Share(s) of Common Stock upon
      issuance of the Rights or Convertible Securities and upon their exercise or
      conversion, respectively. No further determination shall be made under
      subsection (ii) above upon the issuance of such Rights or Convertible Securities
      as a result of the actual issuance of Additional Shares of Common Stock on
      the
      exercise of any such Rights or the conversion of any such Convertible
      Securities.





-6-


(A) “ Additional
      Shares of Common Stock ”
means
      all shares of Common Stock issued or deemed to be issued by the Corporation,
      whether or not subsequently reacquired or retired by the Corporation, other
      than (i) the
      issuance of shares of Common Stock upon the conversion of Series A Preferred
      Stock and/or the Series B Preferred Stock and the Warrants issued in the
      Offering; (ii) the issuance of shares of Common Stock, Convertible Securities
      or
      Rights to the Corporation’s management team as compensation, or the issuance of
      shares of Common Stock upon exercise of Convertible Securities or Rights, or
      issuance of Convertible Securities or Rights to the officers, employees,
      directors, consultants or advisors to the Corporation pursuant to the
      Corporation’s stock option plan, stock purchase plan, or other arrangement
      approved by the Board; (iii) the issuance of shares of Common Stock, Convertible
      Securities or Rights in a merger or acquisition by the Corporation approved
      by
      the Board; (iv) the issuance of shares of Common Stock, Convertible Securities
      or Rights to financial institutions or lessors, pursuant to a commercial credit
      arrangement, equipment financing transaction, or a similar transaction, or
      in
      connection with a strategic partnership approved by the Board; (v) the issuance
      of securities in a registered public offering; (vi) the issuance of securities
      pursuant to the exercise of currently outstanding options, warrants, notes
      or
      other rights to acquire Common Stock of the Corporation; or (vii) the issuance
      of shares of Common Stock Convertible Securities or Rights approved by the
      Corporation’s shareholders.





(B) “ Common
      Stock ”
as
      used
      in this Section g means any shares of any class of the Corporation’s voting
      capital stock other than the Series B Preferred Stock.





(h) 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 B 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 B 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 nor
      Series B Preferred Stock shall be convertible into Common Stock. All shares
      of
      Common Stock when issued upon conversion of Series B Preferred Stock shall
      be
      validly issued, fully paid and non-assessable.





-7-




(i) Rights
      Upon Conversion .
      All
      Series B Preferred Stock which shall have been converted into shares of Common
      Stock as herein provided shall no longer be deemed to be outstanding and all
      rights with respect to such Series B Preferred Stock, 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.





(j) Redemption .





(A) The
      shares of Series B Preferred Stock, on five days’ prior written notice to the
      holder, may be redeemed solely at the option of the Corporation at any time
      after issuance at the Redemption Price equal to 120% of the Face Value of the
      Series B Preferred Stock paid in cash plus accrued dividends equal to the number
      of shares of Series B Preferred Stock issued as dividends multiplied by the
      Conversion Price. Notwithstanding the foregoing, prior to such fifth day, the
      holder of such Series B Preferred Stock, may elect to convert their shares
      of
      Series B Preferred Stock into equity at $0.50 per share.





(B) In
      the
      event of any capital reorganization, any reclassification of the Common Stock
      (other than a change in par value), or the consolidation or merger of the
      Corporation with or into another person, the holders of Series B Preferred
      Stock
      shall thereafter be entitled to receive, and provision shall be made therefor
      in
      any agreement relating thereto, cash in the amount of the Face Value of the
      Series B Preferred Stock plus accrued dividends payable in cash equal to the
      number of shares of Series B Preferred Stock issued as dividends multiplied
      by
      the Common Price.





(C) If
      at any
      time during its two year period from the first date of issuance of the Series
      B
      Preferred Stock pursuant to Section, the Corporation elects to issue its
      securities at less than the Conversion Price then in effect, it shall redeem
      the
      Series B Preferred Stock at the Redemption Price set forth in subsection (A)
      above.





(D) If
      any of
      the foregoing conditions in subsections (A), (B) or (C) above shall cease to
      exist at any time before redemption occurs, then the Corporation may elect
      to
      nullify the Redemption Notice in which case the Redemption Notice shall be
      null
      and void, ab initio. On and after the date fixed for redemption, the Holder
      shall have no rights with respect to the Series B Preferred Stock except to
      receive the Redemption Price upon surrender of the respective Stock Certificate.
      The redemption payment shall be made in cash on the date fixed for redemption
      in
      the Corporation’s notice of redemption, as described below (the “Redemption
      Date”). The redemption payment is due in full on the Redemption
      Date.





The
      notice of redemption shall specify: (i) the Redemption Price; (ii) the date
      fixed for redemption (the “ ***Redemption
      Date*** ”);
      (iii)
      the place where Series B Preferred Stock shall be delivered and the redemption
      price paid; and (iv) that the right to convert the Series B Preferred Stock
      shall terminate at 5:00 p.m. (Pacific Coast Time) on the Business Day
      immediately preceding the Redemption Date. An affidavit of the Secretary or
      an
      Assistant Secretary of the Corporation that notice of redemption has been mailed
      shall, in the absence of fraud, be conclusive evidence of the facts stated
      therein.





From
      and
      after the Redemption Date, the Corporation shall, at the place specified in
      the
      notice of redemption, upon presentation and surrender to the Corporation by
      or
      on behalf of the Holder thereof of this Series B Preferred Stock, deliver or
      cause to be delivered to or upon the written order of such holder a sum of
      cash
      equal to the Redemption Price of each such share of Series B Preferred Stock.
      From and after the Redemption Date and upon the deposit or setting aside by
      the
      Corporation of a sum sufficient to redeem all the Series B Preferred Stock
      called for redemption, such Series B Preferred Stock shall expire and become
      void and all rights hereunder shall cease, except the right, if any, to receive
      payment of the Redemption Price.





IN
      WITNESS WHEREOF, the Corporation has caused this Certificate of Designation,
      Preferences and Rights of Series B Preferred Stock to be signed by the
      undersigned authorized officer this 29 th day of
      August, 2006.





/s/
              Darryl CohenDarryl CohenPresident
                and Chief Executive Officer





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