AMENDED
AND RESTATED ARTICLES OF INCORPORATION




OF




ARRAYIT
CORPORATION




ARTICLE
I




NAME




The name
of the Corporation is Arrayit Corporation (hereinafter, the
“Corporation).




ARTICLE
II




REGISTERED
OFFICE AND AGENT




The name
of the Corporation's resident agent in the State of Nevada is Inc. Plan of
Nevada, and the street address of the said resident agent where process may be
served on the Corporation is 613 Saddle River Court, Henderson, Nevada 89015.
The mailing address and the street address of the said resident agent are
identical.




ARTICLE
III




POWERS




The
purpose for which the Corporation is organized is to transact all lawful
business for which corporations may be incorporated pursuant to the laws of the
State of Nevada. The Corporation shall have all the powers of a corporation
organized under the General Corporation Law of the State of Nevada.




ARTICLE
IV




TERM




The
Corporation is to have perpetual existence.




ARTICLE
V




CAPITAL
STOCK




A.  Number and
Designation.  The total number of shares of all classes that
this Corporation shall have authority to issue shall be 105,000,000, of which
100,000,000 shall be shares of common stock, par value $0.001 per share (“Common
Stock”), and 5,000,000 shall be shares of preferred stock, par value $0.001 per
share (“Preferred Stock”).  The shares may be issued by the
Corporation from time to time as approved by the board of directors of the
Corporation without the approval of the stockholders except as otherwise
provided in this Article V or the rules of a national securities exchange if
applicable.  The consideration for subscriptions to, or the purchase
of, the capital stock to be issued by a corporation shall be paid in such form
and in such manner as the board of directors shall determine.  The
board of directors may authorize capital stock to be issued for consideration
consisting of cash, any tangible or intangible property or any benefit to the
corporation, or any combination thereof.  In the absence of actual
fraud in the transaction, the judgment of the directors as to the value of such
consideration shall be conclusive.  The capital stock so issued shall
be deemed to be fully paid and nonassessable stock upon receipt by the
corporation of such consideration.  In the case of a stock dividend,
the part of the surplus of the Corporation which is transferred to stated
capital upon the issuance of shares as a stock dividend shall be deemed to be
the consideration for their issuance.




1


A
description of the different classes and series (if any) of the Corporation's
capital stock, and a statement of the relative powers, designations, preferences
and rights of the shares of each class and series (if any) of capital stock, and
the qualifications, limitations or restrictions thereof, are as
follows:




B.  Undesignated Common
Stock.  Shares of Common Stock not at the time designated as
shares of a particular series pursuant to this Article (V)(B) or any other
provision of these Articles of Incorporation may be issued from time to time in
one or more additional series or without any distinctive
designation.  The board of directors may determine, in whole or in
part, the preferences, voting powers, qualifications and special or relative
rights or privileges of any such series before the issuance of any shares of
that series.  The board of directors shall determine the number of
shares constituting each series of Common Stock and each series shall have a
distinguishing designation.




C.  Common
Stock.  Except as provided in these Articles or the designation
of any series or class of capital stock, the holders of the Common Stock shall
exclusively posses all voting power.  Subject to the provisions of
these Articles, each holder of shares of Common Stock shall be entitled to one
vote for each share held by such holders.




Whenever
there shall have been paid, or declared and set aside for payment, to the
holders of the outstanding shares of any class or series of stock having
preference over the Common Stock as to the payment of dividends, the full amount
of dividends and sinking fund or retirement fund or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
Common Stock, then dividends may be paid on the Common Stock, and on any class
or series of stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but only when and as
declared by the board of directors of the Corporation.




In the
event of any liquidation, dissolution or winding up of the Corporation, after
there shall have been paid, or declared and set aside for payment, to the
holders of the outstanding shares of any class having  preference over
the Common Stock in any such event, the full preferential amounts to which they
are respectively entitled, the holders of the Common Stock and of any class or
series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.




Each
share of Common Stock shall have the same relative powers, preferences and
rights as, and shall be identical in all respects with, all the other shares of
Common Stock of the Corporation.




D.  Serial Preferred
Stock.  Shares of Preferred Stock not at the time designated as
shares of a particular series pursuant to this Article (V)(D) or any other
provision of these Articles of Incorporation may be issued from time to time in
one or more additional series.  The board of directors may determine,
in whole or in part, the preferences, voting powers, qualifications and special
or relative rights or privileges of any such series before the issuance of any
shares of that series.  The board of directors shall determine the
number of shares constituting each series of Preferred Stock and each series
shall have a distinguishing designation.  Each share of each series of
serial preferred stock shall have the same relative powers, preferences and
rights as, and shall be identical in all respects with, all the other shares of
the Corporation of the same series, except the times from which dividends on
shares which may be issued from time to time of any such series may begin to
accrue.




E.  Series A
Convertible Preferred Stock.  There shall be a series of
Convertible Preferred Stock designated as “Series A Convertible Preferred
Stock.”  Such series is referred to herein as the “Series A Preferred
Stock.”




1.  Amount.  The
number of shares constituting Series A Preferred Stock shall be
4,500,000.




2.  Stated
Capital.  The amount to be represented in stated capital at all
times for each share of Series A Convertible Preferred Stock shall be
$.001.




3.  Rank.  All
shares of Series A Convertible Preferred Stock shall rank prior to all of the
Corporation’s Common Stock, par value $.001 per share (the “Common Stock”), now
or hereafter issued, both as to payment of dividends and as to distributions of
assets upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.




4.  Dividends.  No
dividends shall be payable to the holder of shares of Series A Convertible
Preferred Stock.




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5.  Liquidation
Preference.




(a) The
liquidation value of shares of this Series, in case of the voluntary or
involuntary liquidation, dissolution or winding-up of the Company, shall be
$.001 per share.




(b) In
the event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Company, the holders of shares of this Series shall be entitled to
receive the liquidation value of such shares held by them until the liquidation
value of all shares of Series A Convertible Preferred Stock shall have been paid
in full.  Upon payment in full of the liquidation value to which the
holders of shares of the shares of Series A Convertible Preferred Stock are
entitled, the holders of shares of this Series will not be entitled to any
further participation in any distribution of assets by the Company.




(c)
Neither a consolidation or merger of the Company with or into any other
corporation, nor a merger of any other corporation with or into the Company, nor
a sale or transfer of all or any part of the Company's assets for cash or
securities or other property shall be considered a liquidation, dissolution or
winding-up of the Company within the meaning of this Paragraph 5.




6.  Voting
Rights.  Except as otherwise required by law, each share of
outstanding Series A Convertible Preferred Stock shall entitle the holder
thereof to vote on each matter submitted to a vote of the stockholders of the
Corporation and to have the number of votes equal to the number (including any
fraction) of shares of Common Stock into which such share of Series A
Convertible Preferred Stock is then convertible pursuant to the provisions
hereof at the record date for the determination of shareholders entitled to vote
on such matters or, if no such record date is established, at the date such vote
is taken or any written consent of stockholders becomes
effective.  Except as otherwise required by law or by these Articles,
the holders of shares of Common Stock and Series A Convertible Preferred Stock
shall vote together and not as separate classes.




7.  No
Redemption.  The shares of Series A Convertible Preferred Stock
are not redeemable.




8.  Conversion
Provisions.




(a) Conversion at Option of the
Holders.  Provided that, and only to the extent that, the
Corporation has a sufficient number of shares of authorized but unissued and
unreserved Common Stock available to issue upon conversion, each share of Series
A Convertible Preferred Stock shall be convertible, at the option of the holder
thereof, at any time on or after the date of issue, into fully paid and
nonassessable shares of Common Stock and such other securities and property as
hereinafter provided, initially at the rate of 9.6 shares of Common Stock for
each full share of Series A Convertible Preferred Stock (“Conversion
Ratio”).




(b) Mechanics of
Conversion.  Any holder of shares of Series A Convertible
Preferred Stock desiring to convert such shares into Common Stock shall
surrender the certificate or certificates for such shares of Series A
Convertible Preferred Stock at the office of the transfer agent for the Series A
Convertible Preferred Stock, which certificate or certificates, if the
Corporation shall so require, shall be duly endorsed to the Corporation or in
blank, or accompanied by proper instruments of transfer to the Corporation or in
blank, accompanied by irrevocable written notice to the Corporation that the
holder elects so to convert such shares of Series A Convertible Preferred Stock
and specifying the name or names (with address) in which a certificate or
certificates for Common Stock are to be issued.




(c) Adjustments to Conversion
Ratio.The Conversion Ratio shall be subject to adjustment as
follows:






(i) In
case the Company shall (A) pay a dividend or make a distribution in Common
Stock, (B) subdivide or reclassify its outstanding shares of Common Stock into a
greater number of shares, or (C) reclassification or combination into a smaller
number of shares, the Conversion Ratio in effect immediately prior thereto shall
be adjusted retroactively as provided below so that the Conversion Ratio
thereafter shall be by multiplying the Conversion Ratio at which such shares of
this Series were theretofore convertible by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately following
such action and of which the denominator shall be the number of shares of Common
Stock outstanding immediately prior thereto. Such adjustment shall be made
whenever any event listed above shall occur and shall become effective
retroactively immediately after the record date in the case of a dividend and
shall become effective immediately after the effective date in the case of a
subdivision or reclassification. (ii) In case the Company shall issue rights or
warrants to all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date therefor) to subscribe for or
purchase shares of Common Stock at a price per share less than the current
market price per share of Common Stock (as determined in accordance with the
provisions of subclause (iv) of this clause (d)) at the record date therefor
(the “Current Market Price”), or in case the Company




3


shall
issue other securities convertible into or exchangeable for Common Stock for a
consideration per share of Common Stock deliverable upon conversion or exchange
thereof less than the Current Market Price; then the Conversion Ratio in effect
immediately prior thereto shall be adjusted retroactively as provided below so
that the Conversion Ratio therefor shall be equal to the price determined by
multiplying the Conversion Ratio at which shares of this Series were theretofore
convertible by a fraction of which the denominator shall be the number of shares
of Common Stock outstanding on the date of issuance of such convertible or
exchangeable securities, rights or warrants plus the number of additional shares
of Common Stock offered for subscription or purchase and of which the numerator
shall be the number of shares of Common Stock outstanding on the date of
issuance of such shares, convertible or exchangeable securities, rights or
warrants plus the number of additional shares of Common Stock which the
aggregate offering price of the number of shares of Common Stock so offered
would purchase at the Current Market Price per share of Common Stock (as
determined in accordance with the provisions of subclause (iv) of this clause
(d).  Such adjustment shall be made whenever such convertible or
exchangeable securities rights or warrants are issued, and shall become
effective retroactively immediately after the record date for the determination
of stockholders entitled to receive such securities.  However upon the
expiration of any right or warrant to purchase Common Stock the issuance of
which resulted in an adjustment in the Conversion Ratio pursuant to this
subclause (ii), if any such right or warrant shall expire and shall not have
been exercised, the Conversion Ratio shall be recomputed immediately upon such
expiration and effective immediately upon such expiration shall be increased to
the price it would have been (but reflecting any other adjustments to the
Conversion Ratio made pursuant to the provisions of this clause (d) after the
issuance of such rights or warrants) had the adjustment of the Conversion Ratio
made upon the issuance of such rights or warrants been made on the basis of
offering for subscription or purchase only that number of shares of Common Stock
actually purchased upon the exercise of such rights or warrants actually
exercised.




(iii) In
case the Company shall distribute to all holders of its Common Stock (including
any such distribution made in connection with a consolidation or merger in which
the Company is the continuing corporation) shares of capital stock (other than
Common Stock), evidences of its indebtedness or assets (excluding cash
dividends) or rights to subscribe (excluding those referred to in subclause (ii)
of this clause (d)), then in each such case the number of shares of Common Stock
into which each share of this Series shall thereafter be convertible shall be
determined by multiplying the number of shares of Common Stock into which such
share of this Series was theretofore convertible by a fraction of which the
numerator shall be the number of outstanding shares of Common Stock multiplied
by the Current Market Price per share of Common Stock (as determined in
accordance with the provisions of subclause (iv) of this clause (d)) on the date
of such distribution and of which the denominator shall be the product of the
number of outstanding shares of Common Stock and the Current Market Price per
share of Common Stock, less the aggregate fair market value (as determined by
the Board of Directors of the Company, whose determination shall be conclusive,
and described in a statement filed with the transfer agent for the shares of
this Series) of the capital stock, assets or evidences of indebtedness so
distributed or of such subscription rights.  Such adjustment shall be
made whenever any such distribution is made, and shall become effective
retroactively immediately after the record date for the determination of
stockholders entitled to receive such distribution.




(iv) For
the purpose of any computation under subclause (ii) and (iii) of this clause
(d), the Current Market Price per share of Common Stock at any date shall be
deemed to be the average Sale Price for the thirty consecutive trading days
commencing forty-five trading days before the day in question.  As
used herein, “Sale Price” means the closing sales price of the Common Stock (or
if no sale price is reported, the average of the high and low bid prices) as
reported by the principal national or regional stock exchange on which the
Common Stock is listed or, if the Common Stock is not listed on a national or
regional stock exchange, as reported by national Association of Securities
Dealers Automated Quotation System and if not so reported then as reported by
the Electronic Bulletin Board or the National Quotation Bureau
Incorporated.




(v) No
adjustment in the Conversion Ratio shall be required unless such adjustment
would require an increase of at least 1% in the price then in effect; provided,
however, that any adjustments which by reason of this subclause (v) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations under this paragraph 8 shall
be made to the nearest cent.




(vi) In
the event that, at any time as a result of an adjustment made pursuant to
subclause (i) or subclause (iii) of this clause (d), the holder of any share of
this Series thereafter surrendered for conversion shall become entitled to
receive any shares of the Company other than shares of the Common Stock,
thereafter the number of such other shares so receivable upon conversion of any
share of this Series shall be subject to adjustment from time to time in a
manner and on the terms as nearly equivalent as practicable to the provisions
with respect to the Common Stock contained in subclauses (i) through (v) of this
clause (d), and the other provisions of this clause (d) with respect to the
Common Stock shall apply on like terms to any such other shares.




(vii)
Whenever the conversion rate is adjusted, as herein provided, the Company shall
promptly file with the transfer agent for this Series, a certificate of an
officer of the Company setting forth the conversion rate after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and a
computation thereof.  Such certificate shall be conclusive evidence of
the correctness of such adjustment.  The Company shall promptly cause
a notice of the adjusted conversion rate to be mailed to each registered holder
of shares of this Series.




4


(d) If
any of the following events occur, namely (i) any reclassification or change
(other than a combination of reclassification into a smaller number of shares)
of outstanding shares of Common Stock issuable upon conversion of shares of this
Series (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision) or (ii) any
consolidation or merger to which the Company is a party (other than a
consolidation or merger to which the Company is the continuing corporation and
which does not result in any classification of, or change (other than a change
in par value, or from par value to no par value, or from no par value to par
value, or as a result of a subdivision) in, outstanding shares of Common Stock);
then the Company or such successor, as the case may be, shall provide in its
Certificate of Incorporation that each share of this Series shall be convertible
into the kind and amount of shares of stock and other securities or property
receivable upon such reclassification, change, consolidation or merger by a
holder of the number of shares of Common Stock issuable upon conversion of each
such share of this Series immediately prior to such reclassification, change,
consolidation or merger.  Such Certificate of Incorporation shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in clause (d).  The
Company shall cause notice of the execution of any such event contemplated by
this paragraph to be mailed to each holder of shares of this Series As soon as
practicable.




The above
provisions of this clause (d) shall similarly apply to successive
reclassifications, consolidations and mergers.




(e)  By
duly adopted resolution of its board of directors, the Company at any time may
increase the Conversion Ratio, temporarily or otherwise, by any amount, but in
no event shall such Conversion Ratio require the issuance of Common Stock for
less than the par value of the Common Stock at the time such reduction is
made.




Whenever
the Conversion Ratio is increased pursuant to this subclause (e), the Company
shall mail to the holders a notice of the increased Conversion
Ratio.  The notice shall state the increased Conversion Ratio and the
period it will be in effect.




An
increase in the Conversion Ratio does not change or adjust the Conversion Ratio
otherwise in effect for purposes of subclauses (b) and (c) of this paragraph
8.




9.  Protective
Provisions.




(a) Reservation of Shares;
Transfer Taxes; Etc.  Provided that, and only to the extent
that, the Corporation has a sufficient number of shares of authorized but
unissued and unreserved Common Stock available to issue upon conversion, the
Corporation shall at all times serve and keep available, out of its authorized
and unissued stock, solely for the purpose of effecting the conversion of the
Series A Convertible Preferred Stock, such number of shares of its Common Stock
free of preemptive rights as shall from time to time be sufficient to effect the
conversion of all shares of Series A Convertible Preferred Stock from time to
time outstanding.  The Corporation shall from time to time, in
accordance with the laws of the State of Nevada, increase the authorized number
of shares of Common Stock if at any time the number of shares of Common Stock
not outstanding shall not be sufficient to permit the conversion of all the then
outstanding shares of Series A Convertible Preferred Stock.




If any
shares of Common Stock required to be reserved for purposes of conversion of the
Series A Convertible Preferred Stock hereunder require registration with or
approval of any governmental authority under any Federal or State law before
such shares may be issued upon conversion, the Corporation will in good faith
and as expeditiously as possible endeavor to cause such shares to be duly
registered or approved, as the case may be.  If the Common Stock is
listed on the New York Stock Exchange or any other national securities exchange,
the Corporation will, if permitted by the rules of such exchange, list and keep
listed on such exchange, upon official notice of issuance, all shares of Common
Stock issuable upon conversion of the Series A Convertible Preferred
Stock.




The
Corporation will pay any and all issue or other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of the
Series A Convertible Preferred Stock.  The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue or delivery of Common Stock (or other securities
or assets) in a name other than that which the shares of Series A Convertible
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of such tax or has established, to the satisfaction of
the Corporation, that such tax has been paid.




5


(b) Class Voting
Rights.  So long as the Series A Convertible Preferred Stock is
outstanding, the Corporation shall not, without the affirmative vote or consent
of the holders of at least a majority of all outstanding Series A Convertible
Preferred Stock voting separately as a class, (i) Amend, alter or repeal (by
merger or otherwise) any provision of the Articles of Incorporation or the
By-Laws of the Corporation, as amended, so as adversely to affect the relative
rights, preferences, qualifications, limitations or restrictions of the Series A
Convertible Preferred Stock, (ii) authorize or issue, or increase the authorized
amount of, any additional class or series of stock, or any security convertible
into stock of such class or series, ranking prior to the Series A Convertible
Preferred Stock in respect of the payment of dividends or upon liquidation,
dissolution or winding up of the Corporation or (iii) effect any
reclassification of the Series A Convertible Preferred Stock.  A class
vote on the part of the Series A Convertible Preferred Stock shall, without
limitation, specifically not be deemed to be required (except as otherwise
required by law or resolution of the Corporation’s Board of Directors) in
connection with: (a) the authorization, issuance or increase in the authorized
amount of any shares of any other class or series of stock which ranks junior
to, or on a parity with, the Series A Convertible Preferred Stock in respect of
the payment of dividends and distributions upon liquidation, dissolution or
winding up of the Corporation; or (b) the authorization, issuance or increase in
the amount of any bonds, mortgages, debentures or other obligations of the
Corporation.




The
affirmative vote or consent of the holders of a majority of the outstanding
Series A Convertible Preferred Stock, voting or consenting separately as a
class, shall be required to (a) authorize any sale, lease or conveyance of all
or substantially all of the assets of the Corporation, or (b) approve any
merger, consolidation or compulsory share exchange of the Corporation with or
into any other person unless (i) the terms of such merger, consolidation or
compulsory share exchange do not provide for a change in the terms of the Series
A Convertible Preferred Stock and (ii) the Series A Convertible Preferred Stock
is, after such merger, consolidation or compulsory share exchange on a parity
with or prior to any other class or series of capital stock authorized by the
surviving corporation as to dividends and upon liquidation, dissolution or
winding up other than any class or series of stock of the Corporation prior to
the Series A Convertible Preferred Stock as may have been created with the
affirmative vote or consent of the holders of at least 66-2/3% of the Series A
Convertible Preferred Stock (or other than a class or series into which such
prior stock is converted as a result of such merger, consolidation or share
exchange).




10.  Outstanding
Shares.  For purposes of these Articles, all shares of Series A
Convertible Preferred Stock shall be deemed outstanding except (i) from the date
of surrender of certificates representing shares of Series A Convertible
Preferred Stock, all shares of Series A Convertible Preferred Stock converted
into Common Stock; (ii) the effective date of a recapitalization referred to in
clause 8(c), and (iii) from the date of registration of transfer, all shares of
Series A Convertible Preferred Stock held of record by the Corporation or any
subsidiary of the Corporation.




F.  Series B
Convertible Preferred Stock.  There shall be a series of
Preferred Stock designated as “Series B Convertible Preferred
Stock.”  Such series is referred to herein as the “Series B
Convertible Preferred Stock.”




1.  Amount.  The
number of shares constituting such series shall be 100,000.




2.  Stated
Capital.  The amount to be represented in stated capital at all
times for each share of Series B Convertible Preferred Stock shall be
$.001.




3.  Rank.  All
shares of Series B Convertible Preferred Stock shall rank prior to all of the
Corporation’s Common Stock, par value $.001 per share (the “Common Stock”), now
or hereafter issued, both as to payment of dividends and as to distributions of
assets upon liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.




4.  Dividends.  No
dividends shall be payable to the holders of shares of Series B Convertible
Preferred Stock.




5.  Liquidation
Preference.




(a)  The
liquidation value of shares of this Series, in case of the voluntary or
involuntary liquidation, dissolution or winding-up of the Company, shall be
$.001 per share.




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(b)  In
the event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Company, the holders of shares of this Series shall be entitled to
receive the liquidation value of such shares held by them until the liquidation
value of all shares of Series B Convertible Preferred Stock shall have been paid
in full.  Upon payment in full of the liquidation value to which the
holders of shares of the shares of Series B Convertible Preferred Stock are
entitled, the holders of shares of this Series will not be entitled to any
further participation in any distribution of assets by the Company.




(c)  Neither
a consolidation or merger of the Company with or into any other corporation, nor
a merger of any other corporation with or into the Company, nor a sale or
transfer of all or any part of the Company's assets for cash or securities or
other property shall be considered a liquidation, dissolution or winding-up of
the Company within the meaning of this Paragraph 5.




6.  Voting
Rights.  Except as otherwise required by law, each share of
outstanding Series B Convertible Preferred Stock shall entitle the holder
thereof to vote on each matter submitted to a vote of the stockholders of the
Corporation and to have the number of votes equal to the number (including any
fraction) of shares of Common Stock into which such share of Series B
Convertible Preferred Stock is then convertible pursuant to the provisions
hereof at the record date for the determination of shareholders entitled to vote
on such matters or, if no such record date is established, at the date such vote
is taken or any written consent of stockholders becomes
effective.  Except as otherwise required by law or by this
Certificate, the holders of shares of Common Stock and Series B Convertible
Preferred Stock shall vote together and not as separate classes.




7.  No
Redemption.  The shares of Series B Convertible Preferred Stock
are not redeemable.




8.  Conversion
Provisions.




(a)  Conversion at Option of
Holders.  Provided that, and only to the extent that, the
Corporation has a sufficient number of shares of authorized but unissued and
unreserved Common Stock available to issue upon conversion, each share of Series
B Convertible Preferred Stock shall be convertible, at the option of the holder
thereof, at any time on or after issuance, into the number of fully paid and
non-assessable shares of Common Stock as specified by the Conversion Ratio that
is in effect at the time of conversion; provided that, and only to the extent
that, the Corporation has a sufficient number of shares of authorized but
unissued and unreserved Common Stock available to issue upon conversion of all
outstanding shares of Series C Preferred Stock.  The initial
“Conversion Ratio” for the Series B Preferred Stock is 150:1.  The
Conversion Ratio shall be subject to adjustment from time to time as provided in
this Section 7.




For the
purpose of these Certificate of Designation, the term “Common Stock” shall
initially mean the class designated as Common Stock, par value $.001 per share,
of the Corporation as of August 8, 2004 subject to adjustment as hereinafter
provided.




(b)  Mechanics of
Conversion.  Any holder of shares of Series B Convertible
Preferred Stock desiring to convert such shares into Common Stock shall
surrender the certificate or certificates for such shares of Series B
Convertible Preferred Stock at the office of the transfer agent for the Series B
Convertible Preferred Stock, which certificate or certificates, if the
Corporation shall so require, shall be duly endorsed to the Corporation or in
blank, or accompanied by proper instruments of transfer to the Corporation or in
blank, accompanied by irrevocable written notice to the Corporation that the
holder elects so to convert such shares of Series B Convertible Preferred Stock
and specifying the name or names (with address) in which a certificate or
certificates for Common Stock are to be issued.




(c)  Adjustment of Conversion
Ratio.  The Conversion Ratio for each share of Series B
Preferred Stock and the kind of securities issuable upon the conversion of any
share of Series B Preferred Stock shall be adjusted from time to time as
follows:




(i)  Subdivision or Combination
of Shares.  If the Corporation at any time effects an increase
in the number of outstanding shares of Common Stock by subdivision, the
Conversion Ratio shall be increased in the same proportions as the Common Stock
is subdivided, in each case effective automatically upon, and simultaneously
with, the effectiveness of the subdivision which gives rise to the
adjustment.  If the Corporation at any time effects a decrease in the
number of outstanding shares of Common Stock by combination or any other means,
the Conversion Ratio shall remain the same and unchanged.




7


(ii)  Reclassification,
Consolidation or Merger.  If at any time, as a result of (A) a
capital reorganization or reclassification (other than a subdivision or
combination which gives rise to an adjustment of the Conversion Ratio pursuant
to Section 7(d)(i)); or (B) a merger or consolidation of the Corporation with
another corporation (whether or not the Corporation is the surviving
corporation), the Common Stock issuable upon the conversion of the Series B
Preferred Stock shall be changed into or exchanged for the same or a different
number of shares of any class or classes of stock of the Corporation or any
other corporation, or other securities convertible into such shares, then, as a
part of such reorganization, reclassification, merger or consolidation,
appropriate adjustments shall be made in the terms of the Series B Preferred
Stock (or of any securities into which the Series B Preferred Stock is changed
or for which the Series B Preferred Stock is exchanged), so that: (x) the
holders of Series B Preferred Stock or of such substitute securities shall
thereafter be entitled to receive, upon conversion of the Series B Preferred
Stock or of such substitute securities, the kind and amount of shares of stock,
other securities, money and property which such holders would have received at
the time of such capital reorganization, reclassification, merger, or
consolidation, if such holders had converted their Series B Preferred Stock
immediately prior to such capital reorganization, reclassification, merger, or
consolidation, and (y) the Series B Preferred Stock or such substitute
securities shall thereafter be adjusted on terms as nearly equivalent as may be
practicable to the adjustments theretofore provided in this Section
7(d).  No consolidation or merger in which the Corporation is not the
surviving corporation shall be consummated unless the surviving corporation
shall agree, in writing, to the provisions of this Section
7(d)(ii).  The provisions of this Section 7(d)(ii) shall similarly
apply to successive capital reorganizations, reclassifications, mergers, and
consolidations.




(iii)  Other Action Affecting
Common Stock.  If at any time the Corporation takes any action
affecting its Common Stock which, in the opinion of the Board of Directors of
the Corporation, would have an adverse effect upon the Conversion Rights of the
Series B Preferred Stock and the foregoing conversion ratio adjustment
provisions are not strictly applicable but the failure to make any adjustment
would adversely affect the Conversion Rights, then the Conversion Ratio and the
kind of securities issuable upon the conversion of Series B Preferred Stock
shall be adjusted to preserve, without dilution, the Conversion Rights in such
manner and at such time as the Board of Directors of the Corporation may in good
faith determine to be equitable in the circumstances.




(iv)  Notice of
Adjustments.  Whenever the Conversion Ratio or the kind of
securities issuable upon the conversion of any one of or all of the Series B
Preferred Stock shall be adjusted pursuant to Sections 8(c)(i) - (iii) above,
the Corporation shall make a certificate signed by its Chief Financial Officer,
Secretary or Assistant Secretary, setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board of Directors of the Corporation made any determination hereunder), and the
Conversion Ratio and the kind of securities issuable upon the conversion of the
Series B Preferred Stock after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by first class mail postage prepaid) to
each holder of Series B Preferred Stock promptly after each
adjustment.




(d)  Increase of Conversion
Ratio.  By duly adopted resolution of its board of directors,
the Company at any time may increase the Conversion Ratio, temporarily or
otherwise, by any amount, but in no event shall such Conversion Ratio require
the issuance of Common Stock for less than the par value of the Common Stock at
the time such reduction is made.




Whenever
the Conversion Ratio is increased pursuant to this subclause (d), the Company
shall mail to the holders a notice of the increased Conversion
Ratio.  The notice shall state the increased Conversion Ratio and the
period it will be in effect.




9.  Protective
Provisions.




(a)  Reservation of Shares;
Transfer Taxes; Etc.  Provided that, and only to the extent
that, the Corporation has a sufficient number of shares of authorized but
unissued and unreserved Common Stock available to issue upon conversion, the
Corporation shall at all times serve and keep available, out of its authorized
and unissued stock, solely for the purpose of effecting the conversion of the
Series B Convertible Preferred Stock, such number of shares of its Common Stock
free of preemptive rights as shall from time to time be sufficient to effect the
conversion of all shares of Series B Convertible Preferred Stock from time to
time outstanding.  The Corporation shall from time to time, in
accordance with the laws of the State of Delaware, increase the authorized
number of shares of Common Stock if at any time the number of shares of Common
Stock not outstanding shall not be sufficient to permit the conversion of all
the then outstanding shares of Series B Convertible Preferred
Stock.




8


If any
shares of Common Stock required to be reserved for purposes of conversion of the
Series B Convertible Preferred Stock hereunder require registration with or
approval of any governmental authority under any Federal or State law before
such shares may be issued upon conversion, the Corporation will in good faith
and as expeditiously as possible endeavor to cause such shares to be duly
registered or approved, as the case may be.  If the Common Stock is
listed on the New York Stock Exchange or any other national securities exchange,
the Corporation will, if permitted by the rules of such exchange, list and keep
listed on such exchange, upon official notice of issuance, all shares of Common
Stock issuable upon conversion of the Series B Convertible Preferred
Stock.




The
Corporation will pay any and all issue or other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of the
Series B Convertible Preferred Stock.  The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue or delivery of Common Stock (or other securities
or assets) in a name other than that which the shares of Series B Convertible
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of such tax or has established, to the satisfaction of
the Corporation, that such tax has been paid.




(b)  Class Voting
Rights.  So long as the Series B Convertible Preferred Stock is
outstanding, the Corporation shall not, without the affirmative vote or consent
of the holders of at least a majority of all outstanding Series B Convertible
Preferred Stock voting separately as a class, (i) Amend, alter or repeal (by
merger or otherwise) any provision of the Certificate of Incorporation or the
By-Laws of the Corporation, as amended, so as adversely to affect the relative
rights, preferences, qualifications, limitations or restrictions of the Series B
Convertible Preferred Stock, (ii) authorize or issue, or increase the authorized
amount of, any additional class or series of stock, or any security convertible
into stock of such class or series, ranking prior to the Series B Convertible
Preferred Stock in respect of the payment of dividends or upon liquidation,
dissolution or winding up of the Corporation or (iii) effect any
reclassification of the Series B Convertible Preferred Stock.  A class
vote on the part of the Series B Convertible Preferred Stock shall, without
limitation, specifically not be deemed to be required (except as otherwise
required by law or resolution of the Corporation’s Board of Directors) in
connection with: (a) the authorization, issuance or increase in the authorized
amount of any shares of any other class or series of stock which ranks junior
to, or on a parity with, the Series B Convertible Preferred Stock in respect of
the payment of dividends and distributions upon liquidation, dissolution or
winding up of the Corporation; or (b) the authorization, issuance or increase in
the amount of any bonds, mortgages, debentures or other obligations of the
Corporation.




The
affirmative vote or consent of the holders of a majority of the outstanding
Series B Convertible Preferred Stock, voting or consenting separately as a
class, shall be required to (a) authorize any sale, lease or conveyance of all
or substantially all of the assets of the Corporation, or (b) approve any
merger, consolidation or compulsory share exchange of the Corporation with or
into any other person unless (i) the terms of such merger, consolidation or
compulsory share exchange do not provide for a change in the terms of the Series
B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock
is, after such merger, consolidation or compulsory share exchange on a parity
with or prior to any other class or series of capital stock authorized by the
surviving corporation as to dividends and upon liquidation, dissolution or
winding up other than any class or series of stock of the Corporation prior to
the Series B Convertible Preferred Stock as may have been created with the
affirmative vote or consent of the holders of at least 66-2/3% of the Series B
Convertible Preferred Stock (or other than a class or series into which such
prior stock is converted as a result of such merger, consolidation or share
exchange).




10.  Outstanding
Shares.  For purposes of this Certificate of Designation, all
shares of Series B Convertible Preferred Stock shall be deemed outstanding
except (i) from the date of surrender of certificates representing shares of
Series B Convertible Preferred Stock, all shares of Series B Convertible
Preferred Stock converted into Common Stock; (ii) the effective date of a
Recapitalization Event defined in clause 8(b), and (iii) from the date of
registration of transfer, all shares of Series B Convertible Preferred Stock
held of record by the Corporation or any subsidiary of the
Corporation.




11.  Preemptive
Rights.  The Convertible Preferred is not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.




G.  Series C Convertible
Preferred Stock




1.  DESIGNATION.  This
series of Preferred Stock shall be designated “Series C Convertible Preferred
Stock.”  Such series is referred to herein as the “Series C Preferred
Stock.”




9


2.  NUMBER OF SHARES AND PAR
VALUE.  The number of shares constituting the Series C
Preferred Stock shall be equal to 103,143.  Each share of the Series C
Preferred Stock shall have $.001 par value.




3.  RELATIVE
SENIORITY.  The Series C Preferred Stock shall, in respect of
the right to participate in distributions or payments in the event of any
liquidation, dissolution or winding up of the Corporation, rank (a) pari passu
with the Common Stock (as defined below) of the Corporation and with any other
class or series of stock of the Corporation, the terms of which specifically
provide that such class or series shall rank pari passu with the Series C
Preferred Stock in respect of the right to participate in distributions or
payments in the event of any liquidation, dissolution or winding up of the
Corporation; and (b) junior to any other class or series of stock of the
Corporation, the terms of which specifically provide that such class or series
shall rank senior to the Series C Preferred Stock in respect of the right to
participate in distributions or payments in the event of any liquidation,
dissolution or winding up of the Corporation.  The term “COMMON STOCK”
shall mean all shares now or hereafter authorized of any class of common stock
of the Corporation.




4.  NO LIQUIDATION
PREFERENCE.  In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of
shares of any series of Preferred Stock, having a priority on liquidation
superior to that of the Series C Preferred Stock, the holders of shares of
Series C Preferred Stock shall be entitled to participate with the Common Stock
in all of the remaining assets of the Corporation available for distribution to
its stockholders, ratably with the holders of Common Stock in proportion to the
number of shares of Common Stock held by them, assuming for each holder of
Series C Preferred Stock on the record date for such distribution that each
holder was the holder of record of the number (including any fraction) of shares
of Common Stock into which the shares of Series C Preferred Stock then held by
such holder are then convertible.  A liquidation, dissolution, or
winding-up of the Corporation, as such terms are used in this Section 4, shall
not be deemed to be occasioned by or to include any merger of the Corporation
with or into one or more corporations or other entities, any acquisition or
exchange of the outstanding shares of one or more classes or series of the
Corporation, or any sale, lease, exchange, or other disposition of all or a part
of the assets of the Corporation.




5.  VOTING
RIGHTS.  Except as otherwise required by law, each share of
outstanding Series C Preferred Stock shall entitle the holder thereof to vote on
each matter submitted to a vote of the stockholders of the Corporation and to
have the number of votes equal to the number (including any fraction) of shares
of Common Stock into which such share of Series C Preferred Stock is then
convertible pursuant to the provisions hereof at the record date for the
determination of shareholders entitled to vote on such matters or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders becomes effective.  Except as otherwise
required by law or by this Certificate, the holders of shares of Common Stock
and Series C Preferred Stock shall vote together and not as separate
classes.




6.  DIVIDENDS AND
DISTRIBUTIONS.  If any dividend or other distribution payable
in cash, securities or other property, including a dividend payable in shares of
Common Stock, is declared on the Common Stock, each holder of shares of Series C
Preferred Stock on the record date for such dividend or distribution shall be
entitled to receive on the date of payment or distribution of such dividend or
other distribution the same cash, securities or other property which such holder
would have received on such record date if such holder was the holder of record
of the number (including any fraction) of shares of Common Stock into which the
shares of Series C Preferred Stock then held by such holder are then
convertible.  No dividend or other distribution shall be declared or
paid on the Common Stock unless an equivalent dividend or other distribution
that satisfies this Section 6 is declared or paid on the Series C Preferred
Stock.




7.  CONVERSION.  The
holders of the Series C Preferred Stock shall have conversion rights as
follows:




(a)  Conversion
Ratio.  The holder of each share of Series C Preferred Stock
shall have the right (the “Conversion Right”), at such holder’s option, to
convert such share, without cost, on the terms and at the times specified in
this Section 7, into the number of fully paid and non-assessable shares of
Common Stock as specified by the Conversion Ratio that is in effect at the time
of conversion; provided that, and only to the extent that, the Corporation has a
sufficient number of shares of authorized but unissued and unreserved Common
Stock available to issue upon conversion of all outstanding shares of Series C
Preferred Stock.  The initial “Conversion Ratio” for the Series C
Preferred Stock is 350:1.  The Conversion Ratio shall be subject to
adjustment from time to time as provided in this Section 7.




(b)  Shares Eligible for
Conversion.  The below specified number of shares of Series C
Preferred Stock shall be eligible for conversion during each successive 90 days,
commencing 90 days after the effective date of an increase in the number of
authorized but unissued shares of Common Stock sufficient to issue upon
conversion of all outstanding shares of Series C Preferred Stock.




10


The
number of Series C Preferred Shares eligible for conversion during each 90 day
period is 10% (ten percent) of the original number of shares of Series C
Preferred Stock issued to each original holder (“Eligible
Shares”).  Any Eligible Shares not converted during any 90 day period
may not be cumulated and carried forward to the next 90 day
period.  Any subsequent owner or holder of all or any part of Series C
Preferred Stock shall be subject to the same eligibility provisions applicable
to the original holder of such shares.




(c)  Mechanics of
Conversion.  A holder of any share of Series C Preferred Stock
may exercise the Conversion Right of such share by surrendering the certificate
therefor, duly endorsed, at the office of the Corporation or of any transfer
agent for the Series C Preferred Stock, together with a written notice to the
Corporation which shall state: (A) that such holder elects to convert the same,
(B) the number of shares issued to the original holder of such shares; and (C)
the number of Eligible Shares and the number of shares of Series C Preferred
Stock being converted.  Thereupon the Corporation shall promptly issue
and deliver to the holder of such shares a certificate or certificates for the
number of whole shares of Common Stock to which such holder shall be
entitled.  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 (as determined in good faith by the
Board of Directors of the Corporation) of the Common Stock.  If the
certificate evidencing the Series C Preferred Stock being converted shall also
evidence shares of Series C Preferred Stock not being converted, then the
Corporation shall also deliver to the holder of such certificate a new stock
certificate evidencing the Series C Preferred Stock not
converted.  The conversion of any shares of Series C Preferred Stock
shall be deemed to have been made immediately prior to the close of business on
the date that the shares of Series C Preferred Stock to be converted are
surrendered to the Corporation, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
such date.  Any dividends or distributions declared but unpaid at the
time of conversion with respect to the Series C Preferred Stock so converted,
including any dividends declared on the Common Stock to which the Series C
Preferred Stock is entitled pursuant to Section 6 above, shall be paid to the
holder of Common Stock issued upon conversion of the Series C Preferred Stock
upon the payment date therefore.




The
Corporation shall give written notice to each holder of a share of Series C
Preferred Stock promptly upon the liquidation, dissolution or winding up of the
Corporation, and not more than fifty (50) nor less than twenty (20) days before
the anticipated date of consummation of any acquisition of the Corporation or
any sale of all or substantially all of the assets of the Corporation and no
such acquisition of the Corporation or sale of assets shall be effective until
such notice shall have been given.




(d)  Adjustment of Conversion
Ratio.  The Conversion Ratio for each share of Series C
Preferred Stock and the kind of securities issuable upon the conversion of any
share of Series C Preferred Stock shall be adjusted from time to time as
follows:




(i)  Subdivision or Combination
of Shares.  If the Corporation at any time effects an increase
in the number of outstanding shares of Common Stock by subdivision, the
Conversion Ratio shall be increased in the same proportions as the Common Stock
is subdivided, in each case effective automatically upon, and simultaneously
with, the effectiveness of the subdivision which gives rise to the
adjustment.  If the Corporation at any time effects a decrease in the
number of outstanding shares of Common Stock by combination or any other means,
the Conversion Ratio shall remain the same and unchanged.




(ii)  Reclassification,
Consolidation or Merger.  If at any time, as a result of (A) a
capital reorganization or reclassification (other than a subdivision or
combination which gives rise to an adjustment of the Conversion Ratio pursuant
to Section 7(d)(i)); or (B) a merger or consolidation of the Corporation with
another corporation (whether or not the Corporation is the surviving
corporation), the Common Stock issuable upon the conversion of the Series C
Preferred Stock shall be changed into or exchanged for the same or a different
number of shares of any class or classes of stock of the Corporation or any
other corporation, or other securities convertible into such shares, then, as a
part of such reorganization, reclassification, merger or consolidation,
appropriate adjustments shall be made in the terms of the Series C Preferred
Stock (or of any securities into which the Series C Preferred Stock is changed
or for which the Series C Preferred Stock is exchanged), so that: (x) the
holders of Series C Preferred Stock or of such substitute securities shall
thereafter be entitled to receive, upon conversion of the Series C Preferred
Stock or of such substitute securities, the kind and amount of shares of stock,
other securities, money and property which such holders would have received at
the time of such capital reorganization, reclassification, merger, or
consolidation, if such holders had converted their Series C Preferred Stock
immediately prior to such capital reorganization, reclassification, merger, or
consolidation, and (y) the Series C Preferred Stock or such substitute
securities shall thereafter be adjusted on terms as nearly equivalent as may be
practicable to the adjustments theretofore provided in this Section
7(d).  No consolidation or merger in which the Corporation is not the
surviving corporation shall be consummated unless the surviving corporation
shall agree, in writing, to the provisions of this Section
7(d)(ii).  The provisions of this Section 7(d)(ii) shall similarly
apply to successive capital reorganizations, reclassifications, mergers, and
consolidations.




11


(iii)  Other Action Affecting
Common Stock.  If at any time the Corporation takes any action
affecting its Common Stock which, in the opinion of the Board of Directors of
the Corporation, would have an adverse effect upon the Conversion Rights of the
Series C Preferred Stock and the foregoing conversion ratio adjustment
provisions are not strictly applicable but the failure to make any adjustment
would adversely affect the Conversion Rights, then the Conversion Ratio and the
kind of securities issuable upon the conversion of Series C Preferred Stock
shall be adjusted to preserve, without dilution, the Conversion Rights in such
manner and at such time as the Board of Directors of the Corporation may in good
faith determine to be equitable in the circumstances.




(iv)  Notice of
Adjustments.  Whenever the Conversion Ratio or the kind of
securities issuable upon the conversion of any one of or all of the Series C
Preferred Stock shall be adjusted pursuant to Sections 7(d)(i) - (iii) above,
the Corporation shall make a certificate signed by its Chief Financial Officer,
Secretary or Assistant Secretary, setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board of Directors of the Corporation made any determination hereunder), and the
Conversion Ratio and the kind of securities issuable upon the conversion of the
Series C Preferred Stock after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by first class mail postage prepaid) to
each holder of Series C Preferred Stock promptly after each
adjustment.




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




(f)  No
Impairment.  The Corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 7 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series C Preferred Stock against impairment.




(g)  Cancellation of Series C
Preferred Stock.  No share of Series C Preferred Stock acquired
by the Corporation upon conversion, redemption or purchase shall be reissued and
all such shares shall be canceled, retired and returned to the status of
authorized and unissued shares of undesignated preferred stock.  The
Corporation may take such appropriate corporate action to reduce the authorized
number of Series C Preferred Stock accordingly.




8.  PROTECTIVE
PROVISIONS.  In addition to any other rights provided by law,
so long as at least one share of Series C Preferred Stock is outstanding, the
Corporation shall not, without first obtaining the affirmative vote or written
consent of the holders of not less than a majority of the outstanding shares of
the Series C Preferred Stock voting together as a single class:




(a)  amend
or repeal any provision of the Corporation’s Articles of Incorporation, Bylaws
or this Certificate of Designation if such action would materially and adversely
alter or change the preferences, rights, privileges or powers of, or the
restrictions provided for the benefit of, the Series C Preferred
Stock;




(b)  increase
or decrease (other than by conversion) the total number of authorized shares of
Series C Preferred Stock;




(c)  create
or issue any series or class, reclassify any authorized capital stock of the
Corporation into stock of any series or class, increase the authorized or issued
amount of any class or series of stock, or authorize, create, issue or
reclassify any obligation or security convertible or exchangeable into or
evidencing a right to purchase capital stock of any class or series, that ranks
prior to the Series C Preferred Stock as to dividends or rights upon
liquidation, dissolution or winding up;




12


(d)  issue
any Common Stock after the date on which Series C Preferred Stock has been last
issued and sold, whether or not subsequently reacquired or retired by the
Corporation, for a consideration per share less than fair market value of the
Common Stock (as determined in good faith by the Board of Directors of the
Corporation) at such issuance or deemed issuance other than: (1) shares of
Common Stock issued in transactions giving rise to adjustments under Sections
7(d)(i) or (ii) above, (2) shares of Common Stock issued upon conversion of
shares of Series C Preferred Stock, or (3) shares issued upon the conversion of
Convertible Securities (as defined below) if the issuance of such Convertible
Securities did not violate Section 8(e) below;




(e)  issue
any Convertible Securities with respect to which the Effective Price is less
than the fair market value of the Common Stock (as determined in good faith by
the Board of Directors of the Corporation), at such issuance or deemed
issuance.  “CONVERTIBLE SECURITIES” means all rights or options for
the purchase of, or stock or other securities convertible into, Common Stock
(other than Common Stock issued for the purposes set forth in Sections 8(d)(1)
or (2) above) or other Convertible Securities, whenever and each time
issued.  The “EFFECTIVE PRICE” with respect to any Convertible
Securities means the result of dividing: (1) the sum of (x) the total
consideration, if any, received by the Corporation for the issuance of such
Convertible Securities, plus (y) the minimum consideration, if any, payable to
the Corporation upon exercise or conversion of such Convertible Securities
(assuming that the full amount of securities issuable upon exercise or
conversion are issued), plus (z) the minimum consideration, if any, payable to
the Corporation upon exercise or conversion of any Convertible Securities
issuable upon exercise or conversion of such Convertible Securities, by: (2) the
maximum number of Common Stock (other than Common Stock issued for the purposes
set forth in Sections 8(d)(1) or (2) above) issuable upon exercise or conversion
of such Convertible Securities or of any Convertible Securities issuable upon
exercise or conversion of such Convertible Securities; or




(f)  sell,
convey, or otherwise dispose of or encumber all or substantially all of its
property or business or merge or consolidate with any other corporation (other
than a wholly-owned subsidiary corporation) or effect any transaction or series
of related transactions in which more than fifty percent (50%) of the voting
power of the Corporation is disposed of.




9.  SEVERABILITY OF
PROVISIONS.  If any voting powers, preferences and relative,
participating, optional and other special rights of the Series C Preferred Stock
and qualifications, limitations and restrictions thereof set forth in this
resolution (as such resolution may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of Series C Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
resolution (as so amended) which can be given effect without the invalid,
unlawful or unenforceable voting powers, preferences and relative,
participating, optional and other special rights of Series C Preferred Stock and
qualifications, limitations and restrictions thereof shall, nevertheless, remain
in full force and effect, and no voting powers, preferences and relative,
participating, optional or other special rights of Series C Preferred Stock and
qualifications, limitations, and restrictions thereof herein set forth shall be
deemed dependent upon any other such voting powers, preferences and relative,
participating, optional or other special rights of Series C Preferred Stock and
qualifications, limitations and restrictions thereof unless so expressed
herein.




H.  Certain
Definitions.  As used in these Articles, the following terms
shall have the following respective meanings:




“Affiliate”
of any specified person means any other person directly or indirectly
controlling or controlled by or under common control with such specified
person.  For purposes of this definition, “control” when used with
respect to any person means the power to direct the management and policies of
such person, directly or indirectly, whether through the ownership of voting
securities or otherwise; and the term “controlling” and “controlled” having
meanings correlative to the foregoing.




“Common
Shares” shall mean any stock of the Company which has no preference in respect
of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which is not subject
to redemption by the Company.  However, Common Shares issuable upon
conversion of shares of this series shall include only shares of the class
designated as common Shares as of the original date of issuance of shares of
this Series, or shares of the Company of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from such reclassifications bears to the total
number of shares of all classes resulting from all such
reclassifications.




13


ARTICLE
VI




PREEMPTIVE
RIGHTS




No holder
of any of the shares of any class or series of stock or of options, warrants or
other rights to purchase shares of any class or series of stock or of other
securities of the Corporation shall have any preemptive right to purchase or
subscribe for any unissued stock of any class or series, or any unissued bonds,
certificates of indebtedness, debentures or other securities convertible into or
exchangeable for stock or carrying any right to purchase stock may be issued
pursuant to resolution of the board of directors of the Corporation to such
persons, firms, corporations or associations, whether or not holders thereof,
and upon such terms as may be deemed advisable by the board of directors in the
exercise of its sole discretion.




ARTICLE
VII




REPURCHASE
OF SHARES




The
Corporation may from time to time, pursuant to authorization by the board of
directors of the Corporation and without action by the stockholders, purchase or
otherwise acquire shares of any class, bonds, debentures, notes, scrip,
warrants, obligations, evidences or indebtedness, or other securities of the
Corporation in such manner, upon such terms, and in such amounts as the board of
directors shall determine; subject, however, to such limitations or
restrictions, if any, as are contained in the express terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by law.




ARTICLE
VIII




MEETINGS
OF STOCKHOLDERS; CUMULATIVE VOTING




A.  No
action that is required or permitted to be taken by the stockholders of the
Corporation at any annual or special meeting of stockholders may be effected by
written consent of stockholders in lieu of a meeting of stockholders, unless the
action to be effected by written consent of stockholders and the taking of such
action by such written consent have expressly been approved in advance by the
board of directors of the Corporation.




B.
Special meeting of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the board of directors of the Corporation,
or by a committee of the board of directors which has been duly designated by
the board of directors and whose powers and authorities, as provided in a
resolution of the board of directors or in the bylaws of the Corporation,
include the power and authority to call such meetings but such special meetings
may not be called by another person or persons.




C.  There
shall be no cumulative voting by stockholders of any class or series in the
election of directors of the Corporation.




D.  Meetings
of stockholders may be held at such place as the bylaws may
provide.




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ARTICLE
IX




NOTICE
FOR NOMINATIONS AND PROPOSALS




A.  Nominations
for the election of directors and proposals for any new business to be taken up
at any annual or special meeting of stockholders may be made by the board of
directors of the Corporation or by any stockholder of the Corporation entitled
to vote generally in the election of directors. In order for a stockholder of
the Corporation to make any such nominations and/or proposals at an annual
meeting or such proposals at a special meeting, he or she shall give notice
thereof in writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation of not less than thirty
days or more than sixty days prior to any such meeting; provided, however, that
if less than forty days' notice of the meeting is given to stockholders, such
written notice shall be delivered or mailed, as prescribed, to the Secretary of
the Corporation not later than the close of the tenth day following the day on
which notice of the meeting was mailed to stockholders. Each such noticegiven by a stockholder with respect to nominations for the
election of directors shall set forth (1) the name, age, business address and,
if known, residence address of each nominee proposed in such notice, (2) the
principal occupation or employment of each such nominee, and (3) the number of
shares of stock of the Corporation which are beneficially owned by each such
nominee. In addition, the stockholder making such nomination shall promptly
provide any other information reasonably requested by the
Corporation.




B.  Each
such notice given by a stockholder to the Secretary with respect to business
proposals to bring before a meeting shall set forth in writing as to each
matter: (1) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting; (2) the
name and address, as they appear on the Corporation's books, of the stockholder
proposing such business; (3) the class and number of shares of the Corporation
which are beneficially owned by the stockholder; and (4) any material interest
of the stockholder in such business. Notwithstanding anything in these Articles
to the contrary, no business shall be conducted at the meeting except in
accordance with the procedures set forth in this Article.




C.  The
Chairman of the annual or special meeting of stockholders may, if the facts
warrant, determine and declare to such meeting that a nomination or proposal was
not made in accordance with the foregoing procedure, and, if he should so
determine, he shall so declare to the meeting and the defective nomination or
proposal shall be disregarded and laid over for action at the next succeeding
adjourned, special or annual meeting of the stockholders taking place thirty
days or more thereafter. This provision shall not require the holding of any
adjourned or special meeting of stockholders for the purpose of considering such
defective nomination or proposal.




ARTICLE
X




DIRECTORS




A.  Number;
Vacancies.  The number of
directors of the Corporation shall be such number, not less than one nor more
than 15 (exclusive of directors, if any, to be elected by holders of preferred
stock of the Corporation), as shall be provided from time to time in a
resolution adopted by the board of directors, provided that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director, and provided further that no action shall be taken to
decrease or increase the number of directors from time to time unless at least
two-thirds of the directors then in office shall concur in said
action.  Exclusive of directors, if any, elected by holders of
preferred stock, vacancies in the board of directors of the Corporation, however
caused, and newly created directorships shall be filled by a vote of two-thirds
of the directors then in office, whether or not a quorum, and any director so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the class to which the director has been
chosen expires and when the director's successor is elected and qualified. The
board of directors shall be classified in accordance with the provisions of
Section B of this Article X.




B.  Classified
Board.  The board of directors of the Corporation (other than
directors which may be elected by the holders of preferred stock) shall be
divided into three classes of directors which shall be designated Class I, Class
II and Class III. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. Such classes shall
be as nearly equal in number as the then total number of directors constituting
the entire board of directors shall permit, exclusive of directors, if any,
elected by holders of preferred stock, with the terms of office of all members
of one class expiring each year. Should the number of directors not be equally
divisible by three, the excess director or directors shall be assigned to
Classes I or II as follows: (1) if there shall be an excess of one directorship
over the number equally divisible by three, such extra directorship shall be
classified in Class I; and (2) if there be an excess of two directorships over a
number equally divisible by three, one shall be classified in Class I and the
other in Class II. At the first meeting of the board of directors of the
Corporation, directors of Class I shall be elected to hold office for a term
expiring at the first annual meeting of stockholders, directors of Class II
shall be elected to hold office for a term expiring at the second succeeding
annual meeting of stockholders and directors of Class III shall be elected to
hold office for a term expiring at the third succeeding annual meeting
thereafter. Thereafter, at each succeeding annual meeting, directors of each
class shall be elected for three-year terms. Notwithstanding the foregoing, the
director whose term shall expire at any annual meeting shall continue to serve
until such time as his successor shall have been duly elected and shall have
qualified unless his position on the board of directors shall have been
abolished by action taken to reduce the size of the board of directors prior to
said meeting.




15


C.  Increase and Reduction in
Directors.  Should the number of directors of the Corporation
be reduced, the directorship(s) eliminated shall be allocated among classes as
appropriate so that the number of directors in each class is as specified in the
position(s) to be abolished. Notwithstanding the foregoing, no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director.  Should the number of directors of the Corporation
be increased, other than directors which may be elected by the holders of
preferred stock, the additional directorships shall be allocated among classes
as appropriate so that the number of directors in each class is as specified in
the immediately preceding paragraph.




D.  Directors Elected by
Preferred Stockholders.  Whenever the holders of any one or
more series of preferred stock of the Corporation shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
board of directors shall include said directors so elected in addition to the
number of directors fixed as provided in this Article
X.  Notwithstanding the foregoing, and except as otherwise may be
required by law, whenever the holders of any one or more series of preferred
stock of the Corporation elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall expire at the
next succeeding annual meeting of stockholders.




E.  In
furtherance, but not in limitation of the powers conferred by statute, the board
of directors is expressly authorized to do the following:




(a)  Designate
one (1) or more committees, each committee to consist of one or more of the
directors of the Corporation and such number of natural persons who are not
directors as the board of directors shall designate, which to the extent
provided in the Resolution, or in the by-laws of the Corporation, shall have and
may exercise the powers of the board of directors in the management of the
business and affairs of the Corporation.




(b)  As
provided by Nevada Revised Statutes 78.140, without repeating the section in
full here, the same is adopted and no contract or other transaction between this
Corporation and any of its officers, agents or directors shall be deemed void or
voidable solely for that reason.  The balance of the provisions of the
code section cited, as it now exists, allowing such transactions, is hereby
incorporated into this Article as though more fully set forth, and such Article
shall be read and interpreted to provide the greatest latitude in its
application.




(c)  As
provided by Nevada Revised Statutes 78.207, without repeating the section in
full here, the board of directors shall have the authority to change the number
of shares of any class or series, if any, of authorized stock by increasing or
decreasing the number of authorized shares of the class or series and
correspondingly increasing or decreasing the number of issued and outstanding
shares of the same class or series held by each stockholder of record at the
effective date and time of the change by a resolution adopted by the board of
directors, without obtaining the approval of the stockholders.




(d)  If
a proposed increase or decrease in the number of issued and outstanding shares
of any class or series would adversely alter or change any preference or any
relative or other right given to any other class or series of outstanding
shares, then the decrease must be approved by the vote, in addition to any vote
required, of the holders of shares representing a majority of the voting power
of each class or series whose preference or rights are adversely affected by the
increase or decrease, regardless of limitations or restrictions on the voting
power thereof.  The increase or decrease does not have to be approved
by the vote of the holders of shares representing a majority of the voting power
in each class or series whose preference or rights are not adversely affected by
the increase or decrease.




(e)
Special meetings of the stockholders may be called only by the board of
directors or a committee of the board of directors that is delegated the power
to call special meetings by the board of directors.




(f)  Change
the name of the Corporation at any time and from time to time to any name
authorized by Nevada Revised Statutes 78.039.




16


ARTICLE
XI




REMOVAL
OF DIRECTORS




Notwithstanding
any other provision of these Articles or the bylaws of the Corporation, any
director or all the directors of a single class (but not the entire board of
directors) of the Corporation may be removed, at any time, but only for cause
and only by the affirmative vote of the holders of at least 75% of the voting
power of the outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the stockholders called for that
purpose.  Notwithstanding the foregoing, whenever the holders of any
one or more series of preferred stock of the Corporation shall have the right,
voting separately as a class, to elect one or more directors of the Corporation,
the preceding provisions of this Article XI shall not apply with respect to the
director or directors elected by such holders of preferred stock.




ARTICLE
XII




INDEMNIFICATION




Any
person who was or is a party or is or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (whether or not by or in the right of
the Corporation) by reason of the fact that he is or was a director, officer,
incorporator, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, incorporator, employee,
partner, trustee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise (including an employee benefit plan), shall be
entitled to be indemnified by the Corporation to the full extent then permitted
by law against expenses (including counsel fees and disbursements), judgments,
fines (including excise taxes assessed on a person with respect to an employee
benefit plan), and amounts paid in settlement incurred by him in connection with
such action, suit, or proceeding and, if so requested, the Corporation shall
advance (within two business days of such request) any and all such expenses to
the person indemnified; provided, however, that (i) the foregoing obligation of
the Company shall not apply to a claim that was commenced by the person
indemnified without the prior approval of the Board of Directors. Such right of
indemnification shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Article XV. Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, partner, trustee, or agent and shall inure to
the benefit of the heirs and personal representatives of such a person. The
indemnification provided by this Article XV shall not be deemed exclusive of any
other rights which may be provided now or in the future under any provision
currently in effect or hereafter adopted of the bylaws, by any agreement, by
vote of stockholders, by resolution of disinterested directors, by provisions of
law, or otherwise.




ARTICLE
XIII




LIMITATIONS
ON DIRECTORS' LIABILITY




No
director or officer of the Corporation shall be personally liable to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except: (A) for acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law; or (B) the payment of
distributions in violation of Nevada Revised Statutes Sec.78.300.  If
the General Corporation law of the State of Nevada is amended after the date of
filing of these Articles to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Nevada, as so amended. Any repeal or modification of the
foregoing paragraph by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.




ARTICLE
XIV




AMENDMENT
OF BYLAWS




In
furtherance and not in limitation of the powers conferred by statute, the board
of directors of the Corporation is expressly authorized to adopt, repeal, alter,
amend and rescind the bylaws of the Corporation by a vote of two-thirds of the
board of directors.




ARTICLE
XV




AMENDMENT
OF ARTICLES OF INCORPORATION




Subject
to the provisions hereof, the Corporation reserves the right to repeal, alter,
amend or rescind any provision contained in these Articles in the manner now or
hereafter prescribed by law, and all rights conferred on stockholders herein are
granted subject to this reservation.


17