5

                          CERTIFICATE OF DESIGNATION OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       OF

                        CHINA CRESCENT ENTERPRISES, INC.


It is hereby certified that:

     1. The name of the  Company  (hereinafter  called the  "Company")  is China
Crescent Enterprises, Inc., a Nevada corporation.

         2. The  Certificate  of  Incorporation  of the Company  authorizes  the
issuance of Five Million (5,000,000) shares of preferred stock, no par value per
share,  and  expressly  vests  in the  Board of  Directors  of the  Company  the
authority provided therein to issue any or all of said shares in one (1) or more
series and by resolution or resolutions to establish the  designation and number
and to fix the relative rights and preferences of each series to be issued.

         3. The Board of  Directors of the  Company,  pursuant to the  authority
expressly  vested in it as  aforesaid,  has  adopted the  following  resolutions
creating a Series B issue of Preferred Stock:

         RESOLVED,  that five-thousand  (5,000) of the Five Million  (5,000,000)
authorized shares of Preferred Stock of the Company shall be designated Series B
Convertible Preferred Stock, $0.001 par value per share, the stated value of the
Series B  Convertible  Preferred  Stock shall be $1,000 per share (the "Series B
Issue Price"), and shall possess the rights and preferences set forth below:

         Section 1. Designation and Amount. The shares of such series shall have
no par value and shall be  designated as Series B  Convertible  Preferred  Stock
(the  "Series B  Preferred  Stock")  and the number of shares  constituting  the
Series B Convertible Preferred Stock shall be five-thousand (5,000).

         Section 2. Rank.  Series B Preferred shall have priority over all other
outstanding  securities of the Company,  except Series A, the Series B Preferred
Stock  shall  rank:  (i)  senior  to any other  class or  series of  outstanding
Preferred  Shares or series of capital  stock of the  Company;  except  Series A
Preferred  Stock (ii) prior to all of the  Company's  Common  Stock,  $0.001 par
value per share ("Common Stock");  (iii) prior to any class or series of capital
stock of the Company  hereafter  created not  specifically  ranking by its terms
senior to or on parity with any Series B Preferred Stock of whatever subdivision
(collectively,  with the Common Stock and the Existing Preferred Stock);  called
"Junior Securities" in each case as to distributions of assets upon liquidation,
dissolution or winding up of the Company,  whether voluntary or involuntary (all
such distributions being referred to collectively as "Distributions").

         Section 3.        Dividends.  The Series B Preferred Stock shall bear
no dividend.

         Section 4.        Liquidation Preference.


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                  (a) In the event of any liquidation, dissolution or winding up
of the Company, either voluntary or involuntary, the Holders of shares of Series
B  Preferred  Stock  shall  be  entitled  to  receive,   immediately  after  any
distributions  to Senior  Securities  required by the Company's  Certificate  of
Incorporation or any certificate of designation,  and prior in preference to any
distribution to Junior  Securities but in parity with any distribution to Parity
Securities,  an  amount  per  share  equal  to  $1,000  per  share.  If upon the
occurrence of such event, and after payment in full of the preferential  amounts
with  respect to the Senior  Securities,  the assets and funds  available  to be
distributed  among  the  Holders  of the  Series  B  Preferred  Stock  shall  be
insufficient  to permit  the  payment to such  Holders of the full  preferential
amounts  due to the  Holders of the Series B  Preferred  Stock,  then the entire
remaining  assets and funds of the Company  legally  available for  distribution
shall be distributed  among the Holders of the Series B Preferred  Stock and the
Parity  Securities,  pro rata,  based on the respective  liquidation  amounts to
which  such  series  of  stock  is  entitled  by the  Company's  Certificate  of
Incorporation and any certificate(s) of designation relating thereto.

                  (b)  Upon  the  completion  of the  distribution  required  by
subsection  4(a), if assets remain in the Company,  they shall be distributed to
holders of Junior  Securities in accordance  with the Company's  Certificate  of
Incorporation including any duly adopted certificate(s) of designation.

         Section 5.        Conversion.  The record Holders of this Series B
Preferred Stock  shall have conversion rights as follows:

                    (i) Right to Convert.  Subsequent  to October 1, 2009,  each
               share of Series B  Preferred  Stock shall be  convertible  at the
               option of the holder  thereof  (except as  prohibited by law), in
               full or in part,  at the office of the  Company  or any  transfer
               agent  for  such  shares,  into  the  number  of  fully  paid and
               nonassessable  shares of common stock of the Corporation provided
               below.

                    (ii) Conversion  Price. The number of shares of common stock
               due upon  conversion  of Series B  Preferred  Stock  shall be the
               number of shares of  Series B  Preferred  Stock to be  converted,
               multiplied  by the Series B Issue Price,  divided by the Series B
               Conversion Price,  determined as hereafter provided, in effect at
               the time of the conversion.  The Series B Conversion  Price shall
               be the average of the closing "volume  weighted average price" of
               the  common  stock of the  Corporation  for the five  consecutive
               trading days prior to conversion;  provided,  however,  that such
               Conversion  Price  shall be  subject to  adjustment  as set forth
               below.  If there has been no trading in the common  stock  during
               the five consecutive trading days prior to conversion, the Series
               B  Conversion  Price shall be based on the average of the closing
               "volume  weighted average price" of the common stock for the next
               immediately  preceding five consecutive trading days during which
               there has been trading in the common stock.

                    (iii) Delivery of Common Stock Upon Conversion. The Transfer
               Agent or the Company  (as  applicable)  shall,  no later than the
               close  of  business  on  the  third  (3rd)   business   day  (the
               "Deadline") after receipt by the Company or the Transfer Agent of
               a facsimile copy of a Registration  Effectiveness  and receipt by
               Company or the Transfer Agent of all necessary documentation duly
               executed and in proper form  required for  conversion,  including
               the original  Preferred  Stock  Certificates  to be converted (or
               after  provision for security or  indemnification  in the case of
               lost or destroyed certificates, if required), issue and surrender
               to a common  courier  for either  overnight  or (if  delivery  is
               outside the United  States) two (2) day delivery to the Holder at
               the  address of the  Holder as shown on the stock  records of the
               Company a certificate for the number of shares of Common Stock to
               which the Holder shall be entitled as aforesaid.


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                    (iv) No Fractional Shares. If any conversion of the Series B
               Preferred  Stock would create a fractional  share of Common Stock
               or a right to acquire a fractional  share of Common  Stock,  such
               fractional share shall be disregarded and the number of shares of
               Common Stock issuable upon conversion, in the aggregate, shall be
               the next lower number of shares.

                    (v) Date of Conversion.  The date on which conversion occurs
               (the "Date of  Conversion")  shall be deemed to be the date,  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
               the Date of Conversion.

                  (c) Reservation of Stock Issuable Upon Conversion. The Company
shall at all times  reserve and keep  available  or make  provision to increase,
reserve and keep available out of its  authorized but unissued  shares of Common
Stock,  solely  for the  purpose of  effecting  the  conversion  of the Series B
Preferred Stock, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the  conversion  of all then  outstanding  Series B
Preferred Stock; 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  Company  will take such
corporate  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.

                  (d)      Adjustment to Conversion Rate.

                    (i) Adjustment to Fixed Conversion Price Due to Stock Split,
               Stock  Dividend,  Etc. If, prior to the  conversion of all of the
               Series B Preferred  Stock,  the number of  outstanding  shares of
               Common Stock is increased by a stock split,  stock  dividend,  or
               other   similar   event,    the   Conversion   Price   shall   be
               proportionately  reduced,  or if the number of outstanding shares
               of Common Stock is decreased by a combination or reclassification
               of shares,  or other similar event, the Conversion Price shall be
               proportionately increased.

                    (ii) Adjustment Due to Merger, Consolidation, Etc. If, prior
               to the conversion of all Series B Preferred Stock, there shall be
               any merger, consolidation,  exchange of shares, recapitalization,
               reorganization,  or other  similar  event,  as a result  of which
               shares of Common  Stock of the Company  shall be changed into the
               same or a different number of shares of the same or another class
               or  classes  of stock or  securities  of the  Company  or another
               entity  or  there  is a  sale  of all or  substantially  all  the
               Company's  assets,  then the Holders of Series B Preferred  Stock
               shall  thereafter  have the right to receive upon  conversion  of
               Series B Preferred  Stock,  upon the basis and upon the terms and
               conditions  specified  herein and in lieu of the shares of Common
               Stock  immediately  theretofore  issuable upon  conversion,  such
               stock, securities and/or other assets which the Holder would have
               been  entitled  to receive in such  transaction  had the Series B
               Preferred  Stock  been  converted   immediately   prior  to  such
               transaction, and in any such case appropriate provisions shall be
               made with  respect to the rights and  interests of the Holders of
               the  Series B  Preferred  Stock  to the end  that the  provisions
               hereof  (including,   without  limitation,   provisions  for  the
               adjustment  of the  Conversion  Price and of the number of shares
               issuable upon  conversion of the Series B Preferred  Stock) shall
               thereafter  be  applicable,  as nearly as may be  practicable  in
               relation  to  any  securities  thereafter  deliverable  upon  the
               exercise hereof.


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                    (iii) No Fractional  Shares.  If any  adjustment  under this
               Section 5(f) would create a fractional share of Common Stock or a
               right to  acquire  a  fractional  share  of  Common  Stock,  such
               fractional share shall be disregarded and the number of shares of
               Common Stock  issuable  upon  conversion  shall be the next lower
               number of shares.

         Section 6.        Redemption by Company.  None.  The company has no
redemption obligation but may elect, in its sole discretion, to redeem at the
liquidation price.

         Section 7.  Status of  Converted  or Redeemed  Stock.  In the event any
shares of Series B Preferred  Stock shall be converted  or redeemed  pursuant to
Section 5 hereof,  the shares so converted or redeemed shall be canceled,  shall
return to the status of authorized but unissued Preferred Stock of no designated
series, and shall not be issuable by the Company as Series B Preferred Stock.

         Section  8.  Preference  Rights.  Nothing  contained  herein  shall  be
construed  to prevent the Board of Directors of the Company from issuing one (1)
or more series of Preferred Stock with dividend and/or  liquidation  preferences
junior to the dividend  and  liquidation  preferences  of the Series B Preferred
Stock.

Signed on _____________, 2008



<PAGE>



                                 SIGNATURE PAGE
            [Certificate of Designation of Series B Preferred Stock]






                           By:_____________________________________
                              President & Chief Executive Officer



STATE OF COLORADO )
                  ) SS.
COUNTY OF DENVER  )

         I,  _____________________,  a Notary Public, hereby certify that on the
____ day of  ______________,  2006,  _____________________________  , personally
appeared  before  me,  Kristi  J.  Kampmann,  who being by me first  duly  sworn
declared that he is the person who signed the foregoing, and that the statements
therein contained are true.

         IN WITNESS  WHEREOF,  I have  hereunto set my hand and seal on the date
hereinbefore mentioned.

My commission expires _______________________.

                                                     ---------------------------
                                                              Notary Public
                                                     ---------------------------
                                                     5250 S. Cherry Creek Dr.
                                                     Apt. 18K
                                                     Denver, CO 80246