Exhibit 4.01 Certificate of Preferences, Rights and Limitations of Series B
      Variable Dividend Convertible Preferred Stock


    Exhibit
      4.01

    Form
      8-K

    Viking
      Systems, Inc.

    File
      No.
      000-49636

    


    VIKING
      SYSTEMS, INC.

    


    CERTIFICATE
      OF DESIGNATION OF PREFERENCES, 

    RIGHTS
      AND LIMITATIONS

    OF

    SERIES
      B VARIABLE DIVIDEND CONVERTIBLE PREFERRED STOCK

    


    PURSUANT
      TO SECTION 78.1955 OF THE 

    NEVADA
      GENERAL CORPORATION LAW

    


    The
      undersigned, Nathan Harrison, MD and Joseph Warrino, do hereby certify
      that:

    


    1.
      They
      are the President and Secretary, respectively, of Viking Systems, Inc., a Nevada
      corporation (the “Corporation”).

    


    2.
      The
      Corporation is authorized to issue 25,000,000 shares of preferred stock, none
      of
      which have been issued.

    


    3.
      The
      following resolutions were duly adopted by the Board of Directors:

    


    WHEREAS,
      the Certificate of Incorporation of the Corporation provides for a class of
      its
      authorized stock known as preferred stock, comprised of 25,000,000 shares,
      $0.001 par value per share, issuable from time to time in one or more
      series;

    


    WHEREAS,
      the Board of Directors of the Corporation is authorized to fix the dividend
      rights, dividend rate, voting rights, conversion rights, rights and terms of
      redemption and liquidation preferences of any wholly unissued series of
      preferred stock and the number of shares constituting any series and the
      designation thereof, of any of them; and

    


    WHEREAS,
      it is the desire of the Board of Directors of the Corporation, pursuant to
      its
      authority as aforesaid, to fix the rights, preferences, restrictions and other
      matters relating to a series of the preferred stock, which shall consist of,
      except as otherwise set forth in the Purchase Agreement, up to 8,000 shares
      of
      the preferred stock which the Corporation has the authority to issue, as
      follows:

    


    NOW,
      THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide
      for
      the issuance of a series of preferred stock for cash or exchange of other
      securities, rights or property and does hereby fix and determine the rights,
      preferences, restrictions and other matters relating to such series of preferred
      stock as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    TERMS
      OF PREFERRED STOCK

    


    Section
      1.
       Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. For the purposes hereof, the following terms shall have the following
      meanings:

    


    “Alternate
      Consideration”
shall
      have the meaning set forth in Section 7(e).

     

    “Bankruptcy
      Event”
means
      any of the following events: (a) the Corporation or any Significant Subsidiary
      (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences
      a
      case or other proceeding under any bankruptcy, reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or
      similar law of any jurisdiction relating to the Corporation or any Significant
      Subsidiary thereof; (b) there is commenced against the Corporation or any
      Significant Subsidiary thereof any such case or proceeding that is not dismissed
      within 60 days after commencement; (c) the Corporation or any Significant
      Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief
      or other order approving any such case or proceeding is entered; (d) the
      Corporation or any Significant Subsidiary thereof suffers any appointment of
      any
      custodian or the like for it or any substantial part of its property that is
      not
      discharged or stayed within 60 calendar days after such appointment; (e) the
      Corporation or any Significant Subsidiary thereof makes a general assignment
      for
      the benefit of creditors; (f) the Corporation or any Significant Subsidiary
      thereof calls a meeting of its creditors with a view to arranging a composition,
      adjustment or restructuring of its debts; or (g) the Corporation or any
      Significant Subsidiary thereof, by any act or failure to act, expressly
      indicates its consent to, approval of or acquiescence in any of the foregoing
      or
      takes any corporate or other action for the purpose of effecting any of the
      foregoing.

    


    “Base
      Conversion Price”
shall
      have the meaning set forth in Section 7(b).

    


    “Business
      Day”
means
      any day except Saturday, Sunday, any day which shall be a federal legal holiday
      in the United States or any day on which banking institutions in the State
      of
      New York are authorized or required by law or other governmental action to
      close.

    


    “Buy-In”
shall
      have the meaning set forth in Section 6(e)(iii).

    



    
      
        
        

      

      
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    “Change
      of Control Transaction”
means
      the occurrence after the date hereof of any of (i) an acquisition after the
      date
      hereof by an individual, legal entity or “group” (as described in Rule
      13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
      through legal or beneficial ownership of capital stock of the Corporation,
      by
      contract or otherwise) of in excess of 33% of the voting securities of the
      Corporation (other than by means of conversion or exercise of Preferred Stock
      and the Securities issued together with the Preferred Stock), or (ii) the
      Corporation merges into or consolidates with any other Person, or any Person
      merges into or consolidates with the Corporation and, after giving effect to
      such transaction, the stockholders of the Corporation immediately prior to
      such
      transaction own less than 66% of the aggregate voting power of the Corporation
      or the successor entity of such transaction, or (iii) the Corporation sells
      or
      transfers all or substantially all of its assets to another Person and the
      stockholders of the Corporation immediately prior to such transaction own less
      than 66% of the aggregate voting power of the acquiring entity immediately
      after
      the transaction, or (iv) a replacement at one time or within a one year period
      of more than one-half of the members of the Corporation’s board of directors
      which is not approved by a majority of those individuals who are members of
      the
      board of directors on the date hereof (or by those individuals who are serving
      as members of the board of directors on any date whose nomination to the board
      of directors was approved by a majority of the members of the board of directors
      who are members on the date hereof), or (v) the execution by the Corporation
      of
      an agreement to which the Corporation is a party or by which it is bound,
      providing for any of the events set forth in clauses (i) through (iv)
      above.

    


    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties thereto and all conditions precedent to
      (i)
      such Holders’ obligations to pay the Subscription Amount and (ii) the
      Corporation’s obligations to deliver the Securities have been satisfied or
      waived.

    


    “Commission”
means
      the Securities and Exchange Commission.

    


    “Common
      Stock”
means
      the Corporation’s common stock, par value $0.001 per share, and stock of any
      other class of securities into which such securities may hereafter be
      reclassified or changed into.

    


    “Common
      Stock Equivalents”
means
      any securities of the Corporation or the Subsidiaries which would entitle a
      holder thereof to acquire at any time Common Stock, including, without
      limitation, any debt, preferred stock, rights, options, warrants or other
      instrument that is at any time convertible into or exchangeable for, or
      otherwise entitles such holder thereof to receive, Common Stock.

    


    “Conversion
      Amount”
means
      the sum of the Stated Value at issue.

    


    “Conversion
      Date”
shall
      have the meaning set forth in Section 6(a).

    


    “Conversion
      Price”
shall
      have the meaning set forth in Section 6(b). 


    
      
        
        

      

      
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    “Conversion
      Shares”
means,
      collectively, the shares of Common Stock issuable upon conversion of the shares
      of Preferred Stock in accordance with the terms hereof.

    


    “Conversion
      Shares Registration Statement”
means
      a
      registration statement that registers the resale of all Conversion Shares of
      the
      Holders, who shall be named as a “selling stockholder” therein and meets the
      requirements of the Registration Rights Agreement.

     

    “Dilutive
      Issuance”
shall
      have the meaning set forth in Section 7(b).

    


    “Dilutive
      Issuance Notice”
shall
      have the meaning set forth in Section 7(b).

    


    “Dividend
      Payment Date”
shall
      have the meaning set forth in Section 3(a).

     

    “Dividend
      Share Amount”
shall
      have the meaning set forth in Section 3(a).

    


    “Effective
      Date”
means
      the date that the Conversion Shares Registration Statement is declared effective
      by the Commission.

    


    “Equity
      Conditions”
means,
      during the period in question, (i)
      the
      Corporation shall have duly honored all conversions scheduled to occur or
      occurring by virtue of one or more Notices of Conversion of the applicable
      Holder on or prior to the dates so requested or required, if any, (ii) the
      Corporation shall have paid all liquidated damages and other amounts owing
      to
      the applicable Holder in respect of the Preferred Stock, (iii)
      there is an effective Conversion Shares Registration Statement pursuant to
      which
      the Holders are permitted to utilize the prospectus thereunder to resell all
      of
      the shares of Common Stock issuable pursuant to the Transaction Documents (and
      the Corporation believes, in good faith, that such effectiveness will continue
      uninterrupted for the foreseeable future), (iv) the Common Stock is trading
      on a
      Trading Market and all of the shares issuable pursuant to the Transaction
      Documents are listed for trading on such Trading Market (and the Corporation
      believes, in good faith, that trading of the Common Stock on a Trading Market
      will continue uninterrupted for the foreseeable future), (v) there is a
      sufficient number of authorized, but unissued and otherwise unreserved, shares
      of Common Stock for the issuance of all of the shares of Common Stock issuable
      pursuant to the Transaction Documents, (vi) there is no existing Triggering
      Event or no existing event which, with the passage of time or the giving of
      notice, would constitute a Triggering Event, (vii) the issuance of the shares
      in
      question (or, in the case of a redemption, the shares issuable upon conversion
      in full of the redemption amount) to the applicable Holder would not violate
      the
      limitations set forth in Section 6(c) herein, (viii)
      there has been no public announcement of a pending or proposed Fundamental
      Transaction or Change of Control Transaction that has not been consummated,
      (ix)
      no Holder is in possession of any information that constitutes, or may
      constitute, material non-public information, and (x) the Corporation shall
      have
      timely complied with the covenants set forth in Section 4.19 of the Purchase
      Agreement.


    
      
        
        

      

      
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    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers
      or
      directors of the Corporation pursuant to any stock or option plan duly adopted
      by a majority of the non-employee members of the Board of Directors of the
      Corporation or a majority of the members of a committee of non-employee
      directors established for such purpose, (b) securities upon the exercise of
      or
      conversion of any securities issued hereunder and/or other securities
      exercisable or exchangeable for or convertible into shares of Common Stock
      issued and outstanding on the date of the Purchase Agreement, provided that
      such
      securities have not been amended since the date of the Purchase Agreement to
      increase the number of such securities or to decrease the exercise or conversion
      price of any such securities, and (c) securities issued pursuant to acquisitions
      or strategic transactions approved by a majority of the disinterested directors,
      provided that any such issuance shall only be to a Person which is, itself
      or
      through its subsidiaries, an operating company in a business synergistic with
      the business of the Corporation and shall provide to the Corporation additional
      benefits in addition to the investment of funds, but shall not include a
      transaction in which the Corporation is issuing securities primarily for the
      purpose of raising capital or to an entity whose primary business is investing
      in securities.

     

    “Fundamental
      Transaction”
shall
      have the meaning set forth in Section 7(e).

    


    “Holder”
shall
      have the meaning given such term in Section 2.

    


    “Junior
      Securities”
means
      the Common Stock and all other Common Stock Equivalents of the Corporation
      other
      than those securities which are explicitly senior or pari passu
      to the
      Preferred Stock in dividend rights or liquidation preference.

    


    “Liquidation”
shall
      have the meaning set forth in Section 5.

    


    “New
      York Courts”
shall
      have the meaning set forth in Section 11(d).

    


    “Notice
      of Conversion”
shall
      have the meaning set forth in Section 6(a).

    


    “Optional
      Redemption”
shall
      have the meaning set forth in Section 8(b).

    


    “Optional
      Redemption Amount”
means
      the sum of (i) 100% of the aggregate Stated Value then outstanding, (ii) accrued
      but unpaid dividends and (iii) all liquidated damages and other amounts due
      in
      respect of the Preferred Stock.

    


    “Optional
      Redemption Date”
shall
      have the meaning set forth in Section 8(b).

    


    “Optional
      Redemption Notice”
shall
      have the meaning set forth in Section 8(b).


    
      
        
        

      

      
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    “Optional
      Redemption Notice Date”
shall
      have the meaning set forth in Section 8(b).

    


    “Original
      Issue Date”
means
      the date of the first issuance of any shares of the Preferred Stock regardless
      of the number of transfers of any particular shares of Preferred Stock and
      regardless of the number of certificates which may be issued to evidence such
      Preferred Stock.

    


    “Permitted
      Indebtedness”
      means (a) the
      Indebtedness existing on the Original Issue Date and set forth on Schedule
      3.1(aa)
      attached
      to the Purchase Agreement (other than the Convertible Debt) and (b) additional
      Indebtedness incurred by the Corporation that does not mature or require
      payments of principal prior to the 3 year anniversary of the Original Issue
      Date
      and is made expressly subordinate in right of payment to the Preferred Stock,
      as
      reflected in a written agreement acceptable to the Holders and approved by
      such
      Holders in writing.

    


    “Permitted
      Lien”
means
      the individual and collective reference to the following: (a) Liens for taxes,
      assessments and other governmental charges or levies not yet due or Liens for
      taxes, assessments and other governmental charges or levies being contested
      in
      good faith and by appropriate proceedings for which adequate reserves (in the
      good faith judgment of the management of the Corporation) have been established
      in accordance with GAAP; (b) Liens imposed by law which were incurred in the
      ordinary course of the Corporation’s business, such as carriers’, warehousemen’s
      and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens
      arising in the ordinary course of the Corporation’s business, and which (x) do
      not individually or in the aggregate materially detract from the value of such
      property or assets or materially impair the use thereof in the operation of
      the
      business of the Corporation and its consolidated Subsidiaries or (y) which
      are
      being contested in good faith by appropriate proceedings, which proceedings
      have
      the effect of preventing for the foreseeable future the forfeiture or sale
      of
      the property or asset subject to such Lien and (c) Liens incurred in connection
      with Permitted Indebtedness under clause (b) thereunder, provided that such
      Liens are not secured by assets of the Corporation or its Subsidiaries other
      than the assets so acquired or leased.

     

    “Preferred
      Stock”
shall
      have the meaning set forth in Section 2.

    


    “Purchase
      Agreement”
means
      the Securities Purchase Agreement, dated as of the Original Issue Date, to
      which
      the Corporation and the original Holders are parties, as amended, modified
      or
      supplemented from time to time in accordance with its terms.

    


    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of the Purchase
      Agreement, to which the Corporation and the original Holder are parties, as
      amended, modified or supplemented from time to time in accordance with its
      terms.


    
      
        
        

      

      
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    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Share
      Delivery Date”
shall
      have the meaning set forth in Section 6(e).

    


    “Stated
      Value”
shall
      have the meaning set forth in Section 2, as the same may be increased pursuant
      to Section 3.

    


    “Subscription
      Amount”
means,
      as to each Purchaser, the amount in United States Dollars and in immediately
      available funds to be paid for the Preferred Stock purchased pursuant to the
      Purchase Agreement as specified below such Purchaser’s name on the signature
      page of the Purchase Agreement and next to the heading “Subscription
      Amount.”

    


    “Subsidiary”
shall
      have the meaning set forth in the Purchase Agreement.

    


    “Trading
      Day”
means
      a
      day on which the principal Trading Market is open for business.

    


    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the Nasdaq
      Capital Market, the Nasdaq National Market, the New York Stock Exchange or
      the
      OTC Bulletin Board.

    


    “Transaction
      Documents”
shall
      have the meaning set forth in the Purchase Agreement.

    


    “Triggering
      Event”
shall
      have the meaning set forth in Section 9(a).

    


    “Triggering
      Redemption Amount”
means,
      for each share of Preferred Stock, the sum of (i) the greater of (A) 130% of
      the
      Stated Value and (B) the product of (a) the VWAP on the Trading Day immediately
      preceding the date of the Triggering Event and (b) the Stated Value divided
      by
      the then Conversion Price, (ii) all accrued but unpaid dividends thereon and
      (iii) all liquidated damages and other costs, expenses or amounts due in respect
      of the Preferred Stock.

    


    “Triggering
      Redemption Payment Date”
shall
      have the meaning set forth in Section 9(b).

    



    
      
        
        

      

      
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    “VWAP”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Trading Market on which the Common Stock
      is
      then listed or quoted for trading as reported by Bloomberg L.P. (based on a
      Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
      time)); (b) if the OTC Bulletin Board is not a Trading Market, the volume
      weighted average price of the Common Stock for such date (or the nearest
      preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
      quoted for trading on the OTC Bulletin Board and if prices for the Common Stock
      are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a
      similar organization or agency succeeding to its functions of reporting prices),
      the most recent bid price per share of the Common Stock so reported; or (d)
      in
      all other cases, the fair market value of a share of Common Stock as determined
      by an independent appraiser selected in good faith by the Holders and reasonably
      acceptable to the Corporation, the fees and expenses of which shall be paid
      by
      the Corporation. 

    


    Section
      2.
       Designation,
      Amount and Par Value.
      The
      series of preferred stock shall be designated as its Series B Variable Dividend
      Convertible Preferred Stock (the “Preferred
      Stock”)
      and
      the number of shares so designated shall be up to 8,000 (which shall not be
      subject to increase without the written consent of all of the Holders of the
      Preferred Stock (each, a “Holder”
and
      collectively, the “Holders”)).
      Each
      share of Preferred Stock shall have a par value of $0.001 per share and a stated
      value equal to $1,000, subject to increase set forth in Section 3(a) below
      (the
“Stated
      Value”).

     

    Section
      3.
       Dividends.

    


    a) Dividends
      in Cash or in Kind.
      Holders
      shall be entitled to receive, and the Corporation shall pay, cumulative
      dividends at the rate per share (as a percentage of the Stated Value per share)
      of, (i) up to and including May 22, 2009, 8% per annum, (ii) from
      May
      22, 2009 up to and including May 22, 2010, 11% per annum and (iii) after May
      22,
      2010, 14% per annum, payable quarterly on January 1, April 1, July 1 and October
      1, beginning on the Effective Date and on each Optional Redemption Date (with
      respect only to the Preferred Stock being redeemed) and Conversion Date (with
      respect only to the Preferred Stock being converted)(except that, if such date
      is not a Trading Day, the payment date shall be the next succeeding Trading
      Day)
      (each such date, a “Dividend
      Payment Date”)
      in
      cash or duly authorized, validly issued, fully paid and non-assessable shares
      of
      Common Stock as set forth in this Section 3(a), or a combination thereof (the
      amount to be paid in shares of Common Stock, the “Dividend
      Share Amount”).
      The
      form of dividend payments to each Holder shall be determined in the following
      order of priority: (i) if funds are legally available for the payment of
      dividends and the Equity Conditions have not been met during the 20 consecutive
      Trading Days immediately prior to the applicable Dividend Payment Date, in
      cash
      only; 


    
      
        
        

      

      
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    (ii)
      if
      funds are legally available for the payment of dividends and the Equity
      Conditions have been met during the 20 consecutive Trading Days immediately
      prior to the applicable Dividend Payment Date, at the sole election of the
      Corporation, in cash or shares of Common Stock which shall be valued solely
      for
      such purpose at 90% of the average of the VWAPs for the 20 consecutive Trading
      Days ending on the Trading Day that is immediately prior to the Dividend Payment
      Date; (iii) if funds are not legally available for the payment of dividends
      and
      the Equity Conditions have been met during the 20 consecutive Trading Days
      immediately prior to the applicable Dividend Payment Date, in shares of Common
      Stock which shall be valued solely for such purpose at 90% of the average of
      the
      VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is
      immediately prior to the Dividend Payment Date; (iv) if funds are not legally
      available for the payment of dividends and the Equity Condition relating to
      an
      effective Conversion Shares Registration Statement has been waived by a Holder,
      as to such Holder only, in unregistered shares of Common Stock which shall
      be
      valued solely for such purpose at 90% of the average of the VWAPs for the 20
      consecutive Trading Days ending on the Trading Day that is immediately prior
      to
      the Dividend Payment Date; and (v) if funds are not legally available for the
      payment of dividends and the Equity Conditions have not been met during the
      20
      consecutive Trading Days immediately prior to the applicable Dividend Payment
      Date, then, at the election of each Holder, such dividends shall accrue to
      the
      next Dividend Payment Date or shall be accreted to, and increase, the
      outstanding Stated Value. The Holders shall have the same rights and remedies
      with respect to the delivery of any such shares as if such shares were being
      issued pursuant to Section 6. On the Closing Date, the Corporation shall have
      notified the Holders whether or not it may legally pay cash dividends as of
      the
      Closing Date. The Corporation shall promptly notify such Holders at any time
      the
      Corporation shall become able or unable, as the case may be, to legally pay
      cash
      dividends. If at any time the Corporation has the right to pay dividends in
      cash
      or Common Stock, the Corporation must provide the Holders with at least 20
      Trading Days’ notice of its election to pay a regularly scheduled dividend in
      Common Stock (the Corporation may indicate in such notice that the election
      contained in such notice shall continue for later periods until revised by
      a
      subsequent notice). Dividends on the Preferred Stock shall be calculated on
      the
      basis of a 360-day year, shall accrue daily commencing on the Original Issue
      Date, and shall be deemed to accrue from such date whether or not earned or
      declared and whether or not there are profits, surplus or other funds of the
      Corporation legally available for the payment of dividends. Except as otherwise
      provided herein, if at any time the Corporation pays dividends partially in
      cash
      and partially in shares, then such payment shall be distributed ratably among
      the Holders based upon the number of shares of Preferred Stock held by each
      Holder on such Dividend Payment Date. Any dividends, whether paid in cash or
      shares of Common Stock, that are not paid within three Trading Days following
      a
      Dividend Payment Date shall continue to accrue and shall entail a late fee,
      which must be paid in cash, at the rate of 18% per annum or the lesser rate
      permitted by applicable law (such fees to accrue daily, from the Dividend
      Payment Date through and including the date of payment). If at any time the
      Corporation delivers a notice to the Holders of its election to pay the
      dividends in shares of Common Stock, the Corporation shall timely file a
      prospectus supplement pursuant to Rule 424 disclosing such
      election.


    
      
        
        

      

      
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    b) So
      long
      as any Preferred Stock shall remain outstanding, neither the Corporation nor
      any
      Subsidiary thereof shall redeem, purchase or otherwise acquire directly or
      indirectly more than a de minimis
      number
      of Junior Securities except as expressly permitted hereunder. So long as any
      Preferred Stock shall remain outstanding, neither the Corporation nor any
      Subsidiary thereof shall directly or indirectly pay or declare any dividend
      or
      make any distribution upon (other than a dividend or distribution described
      in
      Section 6 or dividends due and paid in the ordinary course on preferred stock
      of
      the Corporation at such times when the Corporation is in compliance with its
      payment and other obligations hereunder), nor shall any distribution be made
      in
      respect of, any Junior Securities as long as any dividends due on the Preferred
      Stock remain unpaid, nor shall any monies be set aside for or applied to the
      purchase or redemption (through a sinking fund or otherwise) of any Junior
      Securities or shares pari passu
      with the
      Preferred Stock.

    


    Section
      4.
       Voting
      Rights.
      Except
      as otherwise provided herein or as otherwise required by law, the Preferred
      Stock shall have no voting rights. However, as long as any shares of Preferred
      Stock are outstanding, the Corporation shall not, without (i) if any shares
      of
      the Preferred Stock are held by any Qualified Investor, the affirmative vote
      of
      each Qualified Investor holding any shares of the Preferred Stock or (ii) if
      no
      shares of the Preferred Stock are held by any Qualified Investor, the
      affirmative vote of the Holders of a majority of the then outstanding shares
      of
      the Preferred Stock, (a) alter or change adversely the powers, preferences
      or
      rights given to the Preferred Stock or alter or amend this Certificate of
      Designation, (b) authorize or create any class of stock ranking as to dividends,
      redemption or distribution of assets upon a Liquidation (as defined in Section
      5) senior to or otherwise pari passu
      with the
      Preferred Stock, (c) amend its certificate of incorporation or other charter
      documents in any manner that adversely affects any rights of the Holders, (d)
      increase the authorized number of shares of Preferred Stock, or (e) enter into
      any agreement with respect to any of the foregoing.

     

    Section
      5.
       Liquidation.
      Upon
      any liquidation, dissolution or winding-up of the Corporation, whether voluntary
      or involuntary (a “Liquidation”),
      the
      Holders shall be entitled to receive out of the assets, whether capital or
      surplus, of the Corporation an amount equal to the Stated Value, plus any
      accrued and unpaid dividends thereon and any other fees or liquidated damages
      owing thereon, for each share of Preferred Stock before any distribution or
      payment shall be made to the Holders of any Junior Securities, and if the assets
      of the Corporation shall be insufficient to pay in full such amounts, then
      the
      entire assets to be distributed to the Holders shall be ratably distributed
      among the Holders in accordance with the respective amounts that would be
      payable on such shares if all amounts payable thereon were paid in full. A
      Fundamental Transaction or Change of Control Transaction shall not be deemed
      a
      Liquidation. The Corporation shall mail written notice of any such Liquidation,
      not less than 45 days prior to the payment date stated therein, to each
      Holder.

    



    
      
        
        

      

      
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    Section
      6.
       Conversion.

    


    a) Conversions
      at Option of Holder.
      Each
      share of Preferred Stock shall be convertible at the option of the Holder
      thereof, at any time and from time to time from and after the Original Issue
      Date into that number of shares of Common Stock (subject to the limitations
      set
      forth in Section 6(c)) determined by dividing the Stated Value of such share
      of
      Preferred Stock by the Conversion Price. Holders shall effect conversions by
      providing the Corporation with the form of conversion notice attached hereto
      as
Annex
      A
      (a
“Notice
      of Conversion”).
      Each
      Notice of Conversion shall specify the number of shares of Preferred Stock
      to be
      converted, the number of shares of Preferred Stock owned prior to the conversion
      at issue, the number of shares of Preferred Stock owned subsequent to the
      conversion at issue and the date on which such conversion is to be effected,
      which date may not be prior to the date the converting Holder delivers by
      facsimile such Notice of Conversion to the Corporation (the “Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion to the Corporation is deemed
      delivered hereunder. The calculations and entries set forth in the Notice of
      Conversion shall control in the absence of manifest or mathematical error.
      To
      effect conversions of shares of Preferred Stock, a Holder shall not be required
      to surrender the certificate(s) representing such shares of Preferred Stock
      to
      the Corporation unless all of the shares of Preferred Stock represented thereby
      are so converted, in which case such Holder shall deliver the certificate
      representing such shares of Preferred Stock promptly following the Conversion
      Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed
      in accordance with the terms hereof shall be canceled and shall not be
      reissued.

    


    b) Conversion
      Price.
      The
      conversion price for the Preferred Stock shall equal $0.18,
      subject
      to adjustment herein (the “Conversion
      Price”).

    


    c) Beneficial
      Ownership Limitation. The
      Corporation shall not effect any conversion of the Preferred Stock, and a Holder
      shall not have the right to convert any portion of the Preferred Stock, to
      the
      extent that, after giving effect to the conversion set forth on the applicable
      Notice of Conversion, such Holder (together with such Holder’s Affiliates, and
      any other person or entity acting as a group together with such Holder or any
      of
      such Holder’s Affiliates) would beneficially own in excess of the Beneficial
      Ownership Limitation (as defined below).  For purposes of the foregoing
      sentence, the number of shares of Common Stock beneficially owned by a Holder
      and its Affiliates shall include the number of shares of Common Stock issuable
      upon conversion of the Preferred Stock with respect to which such determination
      is being made, but shall exclude the number of shares of Common Stock which
      are
      issuable upon (A) conversion of the remaining, unconverted Stated Value of
      Preferred Stock beneficially owned by such Holder or any of its Affiliates
      and



    
      
        
        

      

      
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      (B)
        exercise or conversion of the unexercised or unconverted portion of any other
        securities of the Corporation subject to a limitation on conversion or exercise
        analogous to the limitation contained herein (including the Warrants)
        beneficially owned by such Holder or any of its Affiliates.  Except as set
        forth in the preceding sentence, for purposes of this Section 6(c), beneficial
        ownership shall be calculated in accordance with Section 13(d) of the Exchange
        Act and the rules and regulations promulgated thereunder. To the extent that
        the
        limitation contained in this Section 6(c) applies, the determination of whether
        the Preferred Stock is convertible (in relation to other securities owned
        by a
        Holder together with any Affiliates) and of how many shares of Preferred
        Stock
        are convertible shall be in the sole discretion of such Holder, and the
        submission of a Notice of Conversion shall be deemed to be such Holder’s
        determination of whether the shares of Preferred Stock may be converted (in
        relation to other securities owned by such Holder together with any Affiliates)
        and how many shares of the Preferred Stock are convertible, in each case
        subject
        to such aggregate percentage limitations. To ensure compliance with this
        restriction, each Holder will be deemed to represent to the Corporation each
        time it delivers a Notice of Conversion that such Notice of Conversion has
        not
        violated the restrictions set forth in this paragraph and the Corporation
        shall
        have no obligation to verify or confirm the accuracy of such determination.
        In
        addition, a determination as to any group status as contemplated above shall
        be
        determined in accordance with Section 13(d) of the Exchange Act and
        the
        rules and regulations promulgated thereunder.
        For
        purposes of this Section 6(c), in determining the number of outstanding shares
        of Common Stock, a Holder may rely on the number of outstanding shares of
        Common
        Stock as stated in the most recent of the following: (A) the Corporation’s most
        recent Form 10-QSB or Form 10-KSB, as the case may be, (B) a more recent
        public
        announcement by the Corporation or (C) a more recent notice by the Corporation
        or the Corporation’s transfer agent setting forth the number of shares of Common
        Stock outstanding.  Upon the written or oral request of a Holder, the
        Corporation shall within two Trading Days confirm orally and in writing to
        such
        Holder the number of shares of Common Stock then outstanding.  In any case,
        the number of outstanding shares of Common Stock shall be determined after
        giving effect to the conversion or exercise of securities of the Corporation,
        including the Preferred Stock, by such Holder or its Affiliates since the
        date
        as of which such number of outstanding shares of Common Stock was reported.
        The
“Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the
        Common Stock outstanding immediately after giving effect to the issuance
        of
        shares of Common Stock issuable upon conversion of Preferred Stock held by
        the
        applicable Holder. The Beneficial Ownership Limitation provisions of this
        Section 6(c) may be waived by a Holder, at the election of such Holder, upon
        not
        less than 61 days’ prior notice to the Corporation, to change the Beneficial
        Ownership Limitation to 9.99% of the number of shares of the Common Stock
        outstanding immediately after giving effect to the issuance of shares of
        Common
        Stock upon conversion of Preferred Stock held by such Holder and the provisions
        of this Section 6(c) shall continue to apply. Upon such a change by a Holder
        of
        the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99%
        limitation, the Beneficial Ownership Limitation shall not be further waived
        by
        the applicable Holder. 

    

    
      
        
        

      

      
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      The
        provisions of this paragraph shall be construed and implemented in a manner
        otherwise than in strict conformity with the terms of this Section 6(c) to
        correct this paragraph (or any portion hereof) which may be defective or
        inconsistent with the intended Beneficial Ownership Limitation herein contained
        or to make changes or supplements necessary or desirable to properly give
        effect
        to such limitation.
        The
        limitations contained in this paragraph shall apply to a successor holder
        of
        Preferred Stock.


    


    d) [INTENTIONALLY
      DELETED] 

     

    e) Mechanics
      of Conversion

    


    i. Delivery
      of Certificate Upon Conversion.
      Not
      later than three Trading Days after each Conversion Date (the “Share
      Delivery Date”),
      the
      Corporation shall deliver, or cause to be delivered, to the converting Holder
      (A) a certificate or certificates which, on or after the Effective Date, shall
      be free of restrictive legends and trading restrictions (other than those which
      may then be required by the Purchase Agreement) representing the number of
      shares of Common Stock being acquired upon the conversion of shares of Preferred
      Stock, and (B) a bank check in the amount of accrued and unpaid dividends (if
      the Corporation has elected or is required to pay accrued dividends in cash).
      On
      or after the Effective Date, the Corporation shall, upon request of a Holder,
      use its best efforts to deliver any certificate or certificates required to
      be
      delivered by the Corporation under this Section 6 electronically through the
      Depository Trust Company or another established clearing corporation performing
      similar functions. If in the case of any Notice of Conversion such certificate
      or certificates are not delivered to or as directed by the applicable Holder
      by
      the third Trading Day after the Conversion Date, such Holder shall be entitled
      to elect by written notice to the Corporation at any time on or before its
      receipt of such certificate or certificates, to rescind such Conversion Notice
      by written notice to the Corporation, in which event the Corporation shall
      promptly return to such Holder any original Preferred Stock certificate
      delivered to the Corporation and such Holder shall promptly return any Common
      Stock certificates representing the shares of Preferred Stock tendered for
      conversion to the Corporation.

     


    
      
        
        

      

      
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    ii. Obligation
      Absolute; Partial Liquidated Damages.
      The
      Corporation’s obligation to issue and deliver the Conversion Shares upon
      conversion of Preferred Stock in accordance with the terms hereof are absolute
      and unconditional, irrespective of any action or inaction by the applicable
      Holder to enforce the same, any waiver or consent with respect to any provision
      hereof, the recovery of any judgment against any Person or any action to enforce
      the same, or any setoff, counterclaim, recoupment, limitation or termination,
      or
      any breach or alleged breach by the applicable Holder or any other Person of
      any
      obligation to the Corporation or any violation or alleged violation of law
      by
      the applicable Holder or any other person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Corporation
      to
      such Holder in connection with the issuance of such Conversion Shares;
provided,
      however,
      that
      such delivery shall not operate as a waiver by the Corporation of any such
      action that the Corporation may have against such Holder. In the event a Holder
      shall elect to convert any or all of the Stated Value of its Preferred Stock,
      the Corporation may not refuse conversion based on any claim that such Holder
      or
      any one associated or affiliated with such Holder has been engaged in any
      violation of law, agreement or for any other reason, unless an injunction from
      a
      court, on notice to such Holder, restraining and/or enjoining conversion of
      all
      or part of the Preferred Stock of such Holder shall have been sought and
      obtained, and the Corporation posts a surety bond for the benefit of such Holder
      in the amount of 150% of the Stated Value of Preferred Stock which is subject
      to
      the injunction, which bond shall remain in effect until the completion of
      arbitration/litigation of the underlying dispute and the proceeds of which
      shall
      be payable to such Holder to the extent it obtains judgment. In the absence
      of
      such injunction, the Corporation shall issue Conversion Shares and, if
      applicable, cash, upon a properly noticed conversion. If the Corporation fails
      to deliver to such Holder such certificate or certificates pursuant to Section
      6(e)(i) on the second Trading Day after the Share Delivery Date applicable
      to
      such conversion, the Corporation shall pay to such Holder, in cash, as
      liquidated damages and not as a penalty, for each $5,000 of Stated Value of
      Preferred Stock being converted, $50 per Trading Day (increasing to $100 per
      Trading Day on the third Trading Day and increasing to $200 per Trading Day
      on
      the sixth Trading Day after such damages begin to accrue) for each Trading
      Day
      after such second Trading Day after the Share Delivery Date until such
      certificates are delivered. Nothing herein shall limit a Holder’s right to
      pursue actual damages or declare a Triggering Event pursuant to Section 9 for
      the Corporation’s failure to deliver Conversion Shares within the period
      specified herein and such Holder shall have the right to pursue all remedies
      available to it hereunder, at law or in equity including, without limitation,
      a
      decree of specific performance and/or injunctive relief. The Exercise of any
      such rights shall not prohibit a Holder from seeking to enforce damages pursuant
      to any other Section hereof or under applicable law.

     


    
      
        
        

      

      
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    iii. Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Conversion.
      If the
      Corporation fails to deliver to a Holder such certificate or certificates by
      the
      second Trading Day after the Share Delivery Date pursuant to Section 6(e)(i),
      and if after such second Trading Day after the Share Delivery Date such Holder
      is required by its brokerage firm to purchase (in an open market transaction
      or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by such
      Holder of the Conversion Shares which such Holder was entitled to receive upon
      the conversion relating to such Share Delivery Date (a “Buy-In”),
      then
      the Corporation shall (A) pay in cash to such Holder (in addition to any other
      remedies available to or elected by such Holder) the amount by which (x) such
      Holder’s total purchase price (including any brokerage commissions) for the
      shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate
      number of shares of Common Stock that such Holder was entitled to receive from
      the conversion at issue multiplied by (2) the actual sale price at which the
      sell order giving rise to such purchase obligation was executed (including
      any
      brokerage commissions) and (B) at the option of such Holder, either reissue
      (if
      surrendered) the shares of Preferred Stock equal to the number of shares of
      Preferred Stock submitted for conversion or deliver to such Holder the number
      of
      shares of Common Stock that would have been issued if the Corporation had timely
      complied with its delivery requirements under Section 6(e)(i). For example,
      if a
      Holder purchases shares of Common Stock having a total purchase price of $11,000
      to cover a Buy-In with respect to an attempted conversion of shares of Preferred
      Stock with respect to which the actual sale price (including any brokerage
      commissions) giving rise to such purchase obligation was a total of $8,000
      under
      clause (A) of the immediately preceding sentence, the Corporation shall be
      required to pay such Holder $1,000. Such Holder shall provide the Corporation
      written notice indicating the amounts payable to such Holder in respect of
      the
      Buy-In and, upon request of the Corporation, evidence of the amount of such
      loss. Nothing herein shall limit a Holder’s right to pursue any other remedies
      available to it hereunder, at law or in equity including, without limitation,
      a
      decree of specific performance and/or injunctive relief with respect to the
      Corporation’s failure to timely deliver certificates representing shares of
      Common Stock upon conversion of the shares of Preferred Stock as required
      pursuant to the terms hereof.


    
      
        
        

      

      
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    iv. Reservation
      of Shares Issuable Upon Conversion.
      The
      Corporation covenants that it will at all times reserve and keep available
      out
      of its authorized and unissued shares of Common Stock for the sole purpose
      of
      issuance upon conversion of the Preferred Stock and payment of dividends on
      the
      Preferred Stock, each as herein provided, free from preemptive rights or any
      other actual contingent purchase rights of Persons other than such Holders
      of
      the Preferred Stock, not less than such aggregate number of shares of the Common
      Stock as shall (subject to the terms and conditions in the Purchase Agreement)
      be issuable (taking into account the adjustments and restrictions of Section
      7)
      upon the conversion of all outstanding shares of Preferred Stock and payment
      of
      dividends hereunder. The Corporation covenants that all shares of Common Stock
      that shall be so issuable shall, upon issue, be duly authorized, validly issued,
      fully paid and nonassessable and, if the Conversion Shares Registration
      Statement is then effective under the Securities Act, shall be registered for
      public sale in accordance with such Conversion Shares Registration
      Statement.

    


    v. Fractional
      Shares.
      Upon a
      conversion hereunder, the Corporation shall not be required to issue stock
      certificates representing fractions of shares of Common Stock, but may if
      otherwise permitted, make a cash payment in respect of any final fraction of
      a
      share based on the VWAP at such time. If the Corporation elects not, or is
      unable, to make such a cash payment, a Holder shall be entitled to receive,
      in
      lieu of the final fraction of a share, one whole share of Common
      Stock.

    


    vi. Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of this
      Preferred Stock shall be made without charge to any Holder hereof for any
      documentary stamp or similar taxes that may be payable in respect of the issue
      or delivery of such certificates, provided that the Corporation shall not be
      required to pay any tax that may be payable in respect of any transfer involved
      in the issuance and delivery of any such certificate upon conversion in a name
      other than that of such Holder of such shares of Preferred Stock so converted
      and the Corporation shall not be required to issue or deliver such certificates
      unless or until the Person or Persons requesting the issuance thereof shall
      have
      paid to the Corporation the amount of such tax or shall have established to
      the
      satisfaction of the Corporation that such tax has been paid.

    


    Section
      7.
       Certain
      Adjustments.

    


    a) Stock
      Dividends and Stock Splits.
      If the
      Corporation, at any time while this Preferred Stock is outstanding: (A) pays
      a
      stock dividend or otherwise makes a distribution or distributions payable in
      shares of Common Stock on shares of Common Stock or any other Common Stock
      Equivalents (which, for avoidance of doubt, shall not include any shares of
      Common Stock issued by the Corporation upon conversion of, or payment of a
      dividend on, this Preferred Stock); 


    
      
        
        

      

      
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    (B)
      subdivides outstanding shares of Common Stock into a larger number of shares;
      (C) combines (including by way of a reverse stock split) outstanding shares
      of
      Common Stock into a smaller number of shares; or (D) issues, in the event of
      a
      reclassification of shares of the Common Stock, any shares of capital stock
      of
      the Corporation, then the Conversion Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock (excluding
      any
      treasury shares of the Corporation) outstanding immediately before such event
      and of which the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event. Any adjustment made pursuant to this
      Section 7(a) shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or distribution
      and shall become effective immediately after the effective date in the case
      of a
      subdivision, combination or re-classification.

     

    b) Subsequent
      Equity Sales.
      If the
      Corporation or any Subsidiary thereof, at any time while this Preferred Stock
      is
      outstanding, sells or grants any option to purchase or sells or grants any
      right
      to reprice its securities, or otherwise disposes of or issues (or announces
      any
      sale, grant or any option to purchase or other disposition) any Common Stock
      or
      Common Stock Equivalents entitling any Person to acquire shares of Common Stock
      at an effective price per share that is lower than the then Conversion Price
      (such lower price, the “Base
      Conversion Price”
and
      such issuances collectively, a “Dilutive
      Issuance”)
      (if a
      holder of the Common Stock or Common Stock Equivalents so issued shall at any
      time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share that is lower than the Conversion Price, such issuance shall be deemed
      to have occurred for less than the Conversion Price on such date of the Dilutive
      Issuance), then the Conversion Price shall be reduced, and only reduced, by
      multiplying the Conversion Price by a fraction, the numerator of which is the
      number of shares of Common Stock issued and outstanding immediately prior to
      the
      Dilutive Issuance plus the number of shares of Common Stock which the actual
      cash offering price for such Dilutive Issuance would purchase at the then
      Exercise Price, and the denominator of which shall be the sum of the number
      of
      shares of Common Stock issued and outstanding immediately prior to the Dilutive
      Issuance plus the number of shares of Common Stock so issued or issuable in
      connection with the Dilutive Issuance, but in no event shall such adjustment
      reduce the Conversion Price to less than $0.05. Notwithstanding
      the foregoing, no adjustment will be made under this Section 7(b) in respect
      of
      an Exempt Issuance.
      The
      Corporation shall notify each Holder in writing, no later than the Business
      Day
      following the issuance of any Common Stock or Common Stock Equivalents subject
      to this Section 7(b), indicating therein the applicable issuance price, or
      applicable reset price, exchange price, conversion price and other pricing
      terms
      (such notice, the “Dilutive
      Issuance Notice”).
      


    
      
        
        

      

      
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    For
      purposes of clarification, whether or not the Corporation provides a Dilutive
      Issuance Notice pursuant to this Section 7(b), upon the occurrence of any
      Dilutive Issuance, each Holder is entitled to receive a number of Conversion
      Shares based upon the Base Conversion Price on or after the date of such
      Dilutive Issuance, regardless of whether such Holder accurately refers to the
      Base Conversion Price in the Notice of Conversion.

     

    c) Subsequent
      Rights Offerings.
      If the
      Corporation, at any time while this Preferred Stock is outstanding, shall issue
      rights, options or warrants to all holders of Common Stock (and not to Holders)
      entitling them to subscribe for or purchase shares of Common Stock at a price
      per share that is lower than the VWAP on the record date referenced below,
      then
      the Conversion Price shall be multiplied by a fraction of which the denominator
      shall be the number of shares of the Common Stock outstanding on the date of
      issuance of such 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 the Common Stock outstanding on the date of
      issuance of such rights or warrants plus the number of shares which the
      aggregate offering price of the total number of shares so offered (assuming
      delivery to the Corporation in full of all consideration payable upon exercise
      of such rights, options or warrants) would purchase at such VWAP. Such
      adjustment shall be made whenever such rights or warrants are issued, and shall
      become effective immediately after the record date for the determination of
      stockholders entitled to receive such rights, options or warrants.

     

    d) Pro
      Rata Distributions.
      If the
      Corporation, at any time while this Preferred Stock is outstanding, distributes
      to all holders of Common Stock (and not to Holders) evidences of its
      indebtedness or assets (including cash and cash dividends) or rights or warrants
      to subscribe for or purchase any security (other than Common Stock, which shall
      be subject to Section 7(b)), then in each such case the Conversion Price shall
      be adjusted by multiplying such Conversion Price in effect immediately prior
      to
      the record date fixed for determination of stockholders entitled to receive
      such
      distribution by a fraction of which the denominator shall be the VWAP determined
      as of the record date mentioned above, and of which the numerator shall be
      such
      VWAP on such record date less the then fair market value at such record date
      of
      the portion of such assets, evidence of indebtedness or rights or warrants
      so
      distributed applicable to one outstanding share of the Common Stock as
      determined by the Board of Directors of the Corporation in good faith. In either
      case the adjustments shall be described in a statement delivered to the Holders
      describing the portion of assets or evidences of indebtedness so distributed
      or
      such subscription rights applicable to one share of Common Stock. Such
      adjustment shall be made whenever any such distribution is made and shall become
      effective immediately after the record date mentioned above.

    



    
      
        
        

      

      
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    e) Fundamental
      Transaction.
      If, at
      any time while this Preferred Stock is outstanding, (A) the Corporation effects
      any merger or consolidation of the Corporation with or into another Person,
      (B)
      the Corporation effects any sale of all or substantially all of its assets
      in
      one transaction or a series of related transactions, (C) any tender offer or
      exchange offer (whether by the Corporation or another Person) is completed
      pursuant to which holders of Common Stock are permitted to tender or exchange
      their shares for other securities, cash or property, or (D) the Corporation
      effects any reclassification of the Common Stock or any compulsory share
      exchange pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (in any such case, a
“Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Preferred Stock, each Holder shall have
      the right to receive, for each Conversion Share that would have been issuable
      upon such conversion immediately prior to the occurrence of such Fundamental
      Transaction, the same kind and amount of securities, cash or property as it
      would have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      a
      holder of one share of Common Stock (the “Alternate
      Consideration”).
      For
      purposes of any such conversion, the determination of the Conversion Price
      shall
      be appropriately adjusted to apply to such Alternate Consideration based on
      the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Corporation shall apportion
      the
      Conversion Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      each Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any conversion of this Preferred Stock following such Fundamental
      Transaction. To the extent necessary to effectuate the foregoing provisions,
      any
      successor to the Corporation or surviving entity in such Fundamental Transaction
      shall file a new Certificate of Designation with the same terms and conditions
      and issue to each Holder new preferred stock consistent with the foregoing
      provisions and evidencing such Holder’s right to convert such preferred stock
      into Alternate Consideration. The terms of any agreement pursuant to which
      a
      Fundamental Transaction is effected shall include terms requiring any such
      successor or surviving entity to comply with the provisions of this Section
      7(e)
      and insuring that this Preferred Stock (or any such replacement security) will
      be similarly adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    f) Calculations.
      All
      calculations under this Section 7 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. For purposes of this Section
      7,
      the number of shares of Common Stock deemed to be issued and outstanding as
      of a
      given date shall be the sum of the number of shares of Common Stock (excluding
      any treasury shares of the Corporation) issued and outstanding.

    


    g) Notice
      to the Holders.


    
      
        
        

      

      
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    i. Adjustment
      to Conversion Price.
      Whenever the Conversion Price is adjusted pursuant to any provision of this
      Section 7, the Corporation shall promptly mail to each Holder a notice setting
      forth the Conversion Price after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment. If the Corporation issues
      a
      variable rate security, despite the prohibition thereon in the Purchase
      Agreement, the Corporation shall be deemed to have issued Common Stock or Common
      Stock Equivalents at the lowest possible conversion or exercise price at which
      such securities may be converted or exercised in the case of a Variable Rate
      Transaction (as defined in the Purchase Agreement).

     


      ii. Notice
        to Allow Conversion by Holder.
        If (A)
        the Corporation shall declare a dividend (or any other distribution in whatever
        form) on the Common Stock, (B) the Corporation shall declare a special
        nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
        Corporation shall authorize the granting to all holders of the Common Stock
        of
        rights or warrants to subscribe for or purchase any shares of capital stock
        of
        any class or of any rights, (D) the approval of any stockholders of the
        Corporation shall be required in connection with any reclassification of
        the
        Common Stock, any consolidation or merger to which the Corporation is a party,
        any sale or transfer of all or substantially all of the assets of the
        Corporation, of any compulsory share exchange whereby the Common Stock is
        converted into other securities, cash or property or (E) the
        Corporation shall authorize the voluntary or involuntary dissolution,
        liquidation or winding up of the affairs of the Corporation, then, in each
        case,
        the Corporation shall cause to be filed at each office or agency maintained
        for
        the purpose of conversion of this Preferred Stock, and shall cause to be
        delivered
        to each Holder at its last address as it shall appear upon the stock
        books of
        the
        Corporation, at least 20 calendar days prior to the applicable record or
        effective date hereinafter specified, a notice stating (x)
        the
        date on which a record is to be taken for the purpose of such dividend,
        distribution, redemption, rights or warrants, or if a record is not to be
        taken,
        the date as of which such Holders of the Common Stock of record to be entitled
        to such dividend, distributions, redemption, rights or warrants are to be
        determined or (y) the date on which such reclassification, consolidation,
        merger, sale, transfer or share exchange is expected to become effective
        or
        close, and the date as of which it is expected that holders of the Common
        Stock
        of record shall be entitled to exchange their shares of the Common Stock
        for
        securities, cash or other property deliverable upon such reclassification,
        consolidation, merger, sale, transfer or share exchange, provided that the
        failure to deliver such notice or any defect therein or in the delivery thereof
        shall not affect the validity of the corporate action required to be specified
        in such notice. Each Holder is entitled to convert the Conversion Amount
        of this
        Preferred Stock (or any part hereof) during the 20-day period commencing
        on the
        date of such notice through the effective date of the event triggering such
        notice. 

    

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Section
      8.
       Optional
      Redemption.

    


    a) [INTENTIONALLY
      DELETED]

     

    b) Optional
      Redemption at Election of Corporation.
      Subject
      to the provisions of this Section 8, at any time after the 4 year anniversary
      of
      the Effective Date, the Corporation
      may
      deliver a notice to the Holders (an “Optional
      Redemption Notice”
and
      the
      date such notice is deemed delivered hereunder, the “Optional
      Redemption Notice Date”)
      of its
      irrevocable election to redeem some or all of the then outstanding Preferred
      Stock, for cash in an amount equal to the Optional Redemption Amount on the
      20th
      Trading
      Day following the Optional Redemption Notice Date (such date, the “Optional
      Redemption Date”
and
      such redemption, the “Optional
      Redemption”).
      The
      Optional Redemption Amount is payable in full on the Optional Redemption Date.
      The Corporation
      may only
      effect an Optional Redemption if on each Trading Day occurring during the period
      commencing on the Optional Redemption Notice Date through to the Optional
      Redemption Date and
      through and including the date payment of the Optional Redemption Amount is
      actually made,
      each of
      the Equity Conditions shall have been met. If any of the Equity Conditions
      shall
      cease to be satisfied at any time during the 20 Trading Day period, then a
      Holder may elect to nullify the Optional Redemption Notice by notice to the
      Corporation
      within 3
      Trading Days after the first day on which any such Equity Condition has not
      been
      met (provided that if, by a provision of the Transaction Documents, the
Corporation
      is
      obligated to notify such Holders of the non-existence of an Equity Condition,
      such notice period shall be extended to the third Trading Day after proper
      notice from the Corporation)
      in
      which case the Optional Redemption Notice shall be null and void, ab initio.
      Each
      Holder may elect to convert the Preferred Stock subject to this Section 8(b)
      pursuant to Section 6 prior to actual payment in cash for any redemption under
      this Section 8(b) by the delivery of a Notice of Conversion to the Corporation
      prior to the date of actual cash payment. The Corporation
      covenants and agrees that it will honor all Notices of Conversion tendered
      from
      the time of delivery of the Optional Redemption Notice through the date the
      Optional Redemption Amount is paid in full.

    


    c) Redemption
      Procedure.
      The
      payment of cash shall be made on the Optional Redemption Date. If any portion
      of
      the payment pursuant to an Optional Redemption shall not be paid by the
      Corporation by the applicable due date, interest shall accrue thereon until
      such
      amount is paid in full at an interest rate equal to the lesser of 18% per annum
      or the maximum rate permitted by applicable law. Notwithstanding anything herein
      contained to the contrary, if any portion of the Optional Redemption Amount
      remains unpaid after such date, a Holder may elect, by written notice to the
      Corporation given at any time thereafter, to invalidate ab initio
      such
      redemption and the Corporation shall have no further right to exercise such
      Optional Redemption. Notwithstanding anything to the contrary in this Section
      8,
      the Corporation’s determination to redeem in cash or its elections under Section
      8(b) shall be applied ratably among the Holders of the Preferred
      Stock.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Section
      9.  Redemption
      Upon Triggering Events.

     

    a) “Triggering
      Event”
means
      any one or more of the following events (whatever the reason and whether it
      shall be voluntary or involuntary or effected by operation of law or pursuant
      to
      any judgment, decree or order of any court, or any order, rule or regulation
      of
      any administrative or governmental body):

    


    i. the
      failure of a Conversion Shares Registration Statement to be declared effective
      by the Commission on or prior to the 180th
      day
      after the Original Issue Date;

     

    ii. if,
      during the Effectiveness Period, the effectiveness of the Conversion Shares
      Registration Statement lapses for more than an aggregate of 60 calendar days
      (which need not be consecutive calendar days) during any 12 month period, or
      the
      Holders shall not otherwise be permitted to resell Registrable Securities under
      the Conversion Shares Registration Statement for more than an aggregate of
      60
      calendar days (which need not be consecutive calendar days) during any 12 month
      period;

    


    iii. the
      Corporation shall fail to deliver certificates representing Conversion Shares
      issuable upon a conversion hereunder that comply with the provisions hereof
      prior to the seventh Trading Day after such shares are required to be delivered
      hereunder, or the Corporation shall provide written notice to any Holder,
      including by way of public announcement, at any time, of its intention not
      to
      comply with requests for conversion of any shares of Preferred Stock in
      accordance with the terms hereof;

    


    iv. one
      of
      the Events (as defined in the Registration Rights Agreement) described in
      subsections (i), (ii) or (iii) of Section 2(b) of the Registration Rights
      Agreement shall not have been cured to the satisfaction of the Holders prior
      to
      the expiration of 30 calendar days from the Event Date (as defined in the
      Registration Rights Agreement) relating thereto (other than an Event resulting
      from a failure of a Conversion Shares Registration Statement to be declared
      effective by the Commission on or prior to the 180th day after the Original
      Issue Date, which shall be covered by Section 9(a)(i));

    


    v. the
      Corporation shall fail for any reason to pay in full the amount of cash due
      pursuant to a Buy-In within five calendar days after notice therefor is
      delivered hereunder or shall fail to pay all amounts owed on account of any
      Event (as defined in the Registration Rights Agreement) within five days of
      the
      date due;

    


    vi. the
      Corporation shall fail to have available a sufficient number of authorized
      and
      unreserved shares of Common Stock to issue to the Holder upon a conversion
      hereunder;


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    vii. unless
      specifically addressed elsewhere in this Certificate of Designation as a
      Triggering Event, the Corporation shall fail to observe or perform any other
      covenant, agreement or warranty contained in, or otherwise commit any breach
      of
      the Transaction Documents, and such failure or breach shall not, if subject
      to
      the possibility of a cure by the Corporation, have been cured within 30 calendar
      days after the date on which written notice of such failure or breach shall
      have
      been delivered (other than Section 4.19 of the Purchase Agreement which shall
      have no cure period);

    


    viii. the
      Corporation shall redeem more than a de minimis
      number
      of Junior Securities other than as to repurchases of Common Stock or Common
      Stock Equivalents from departing officers and directors of the Corporation,
      provided that, while any of the Preferred Stock remains outstanding, such
      repurchases shall not exceed an aggregate of $100,000 from all officers and
      directors;

    


    ix. the
      Corporation shall be party to a Change of Control Transaction; 

    


    x. there
      shall have occurred a Bankruptcy Event; 

    


    xi. the
      Common Stock shall fail to be listed or quoted for trading on a Trading Market
      for more than five Trading Days, which need not be consecutive Trading Days;
      or

    


    xii. any
      monetary judgment, writ or similar final process shall be entered or filed
      against the Corporation, any Subsidiary or any of their respective property
      or
      other assets for greater than $50,000, and such judgment, writ or similar final
      process shall remain unvacated, unbonded or unstayed for a period of 45 calendar
      days.

    



    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    b) Upon
      the
      occurrence of a Triggering Event, each Holder shall (in addition to all other
      rights it may have hereunder or under applicable law) have the right,
      exercisable at the sole option of such Holder, to require the Corporation to,
      (A) with respect to the Triggering Events set forth in Sections 9(a)(iii),
      (v),
      (vi), (vii), (viii), (ix) (as to Changes of Control approved by the Board of
      Directors of the Corporation) and (x) (as to voluntary filings only), redeem
      all
      of the Preferred Stock then held by such Holder for a redemption price, in
      cash,
      equal to the Triggering Redemption Amount or (B) at the option of such Holder
      and with respect to the Triggering Events set forth in Sections 9(a)(i), (ii),
      (iv), (ix) (as to Changes of Control not approved by the Board of Directors
      of
      the Corporation), (x) (as to involuntary filings only), (xi) and (xii), either
      (a) redeem all of the Preferred Stock then held by such Holder for a redemption
      price, in shares of Common Stock, equal to a number of shares of Common Stock
      equal to the Triggering Redemption Amount divided by 75% of the average of
      the
      10 VWAPs immediately prior to the date of election hereunder or (b) increase
      the
      dividend rate on all of the outstanding Preferred Stock held by such Holder
      to
      18% per annum thereafter. The Triggering Redemption Amount, in cash or in
      shares, shall be due and payable or issuable, as the case may be, within five
      Trading Days of the date on which the notice for the payment therefor is
      provided by a Holder (the “Triggering
      Redemption Payment Date”).
      If
      the Corporation fails to pay in full the Triggering Redemption Amount hereunder
      on the date such amount is due in accordance with this Section (whether in
      cash
      or shares of Common Stock), the Corporation will pay interest thereon at a
      rate
      equal to the lesser of 18% per annum or the maximum rate permitted by applicable
      law, accruing daily from such date until the Triggering Redemption Amount,
      plus
      all such interest thereon, is paid in full. For purposes of this Section, a
      share of Preferred Stock is outstanding until such date as the applicable Holder
      shall have received Conversion Shares upon a conversion (or attempted
      conversion) thereof that meets the requirements hereof or has been paid the
      Triggering Redemption Amount in cash.

    


    Section
      10.
       Negative
      Covenants.
      So long
      as any shares of Preferred Stock are outstanding, the Corporation shall not,
      and
      shall not permit any of its Subsidiaries to, directly or
      indirectly:

    


    a) other
      than Permitted Indebtedness, enter into, create, incur, assume, guarantee or
      suffer to exist any indebtedness for borrowed money of any kind, including
      but
      not limited to, a guarantee, on or with respect to any of its property or assets
      now owned or hereafter acquired or any interest therein or any income or profits
      therefrom;

     

    b) other
      than Permitted Liens, enter into, create, incur, assume or suffer to exist
      any
      Liens of any kind, on or with respect to any of its property or assets now
      owned
      or hereafter acquired or any interest therein or any income or profits
      therefrom;

    


    c) amend
      its
      certificate of incorporation, bylaws or other charter documents so as to
      materially and adversely affect any rights of any Holder;


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    d) repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a
de minimis
      number
      of shares of its Common Stock, Common Stock Equivalents or Junior Securities,
      except for the Conversion Shares to the extent permitted or required under
      the
      Transaction Documents or as otherwise permitted by the Transaction Documents;
      

    


    e) enter
      into any agreement or understanding with respect to any of the
      foregoing;
      or

    


    f) pay
      cash
      dividends or distributions on Junior Securities of the Corporation. 

    


    Section
      11. Miscellaneous.
      

    


    a) Notices.
      Any and
      all notices or other communications or deliveries to be provided by a Holder
      hereunder including, without limitation, any Notice of Conversion, shall be
      in
      writing and delivered personally, by facsimile, or sent by a nationally
      recognized overnight courier service, addressed to the Corporation, at the
      address set forth above, facsimile number (508)
      366-3816, Attn: Joseph Warrino, CFO or
      such
      other facsimile number or address as the Corporation may specify for such
      purposes by notice to the Holders delivered in accordance with this Section
      11.
      Any and all notices or other communications or deliveries to be provided by
      the
      Corporation hereunder shall be in writing and delivered personally, by
      facsimile, or sent by a nationally recognized overnight courier service
      addressed to each Holder at the facsimile number or address of such Holder
      appearing on the books of the Corporation, or if no such facsimile number or
      address appears on the books of the Corporation, at the principal place of
      business of such Holder. Any notice or other communication or deliveries
      hereunder shall be deemed given and effective on the earliest of (i) the date
      of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile number specified in this Section 11 prior to 5:30 p.m. (New York
      City
      time) on any date, (ii) the date immediately following the date of transmission,
      if such notice or communication is delivered via facsimile at the facsimile
      number specified in this Section 11 between 5:30 p.m. and 11:59 p.m. (New York
      City time) on any date, (iii) the second Business Day following the date of
      mailing, if sent by nationally recognized overnight courier service, or (iv)
      upon actual receipt by the party to whom such notice is required to be
      given.

     

    b) Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Certificate of Designation
      shall alter or impair the obligation of the Corporation, which is absolute
      and
      unconditional, to pay liquidated damages, accrued dividends and accrued
      interest, as applicable, on the shares of Preferred Stock at the time, place,
      and rate, and in the coin or currency, herein prescribed. 

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    c) Lost
      or Mutilated Preferred Stock Certificate.
      If a
      Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or
      destroyed, the Corporation shall execute and deliver, in exchange and
      substitution for and upon cancellation of a mutilated certificate, or in lieu
      of
      or in substitution for a lost, stolen or destroyed certificate, a new
      certificate for the shares of Preferred Stock so mutilated, lost, stolen or
      destroyed, but only upon receipt of evidence of such loss, theft or destruction
      of such certificate, and of the ownership hereof reasonably satisfactory to
      the
      Corporation.

    


    d) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Certificate of Designation shall be governed by and construed and
      enforced in accordance with the internal laws of the State of Nevada, without
      regard to the principles of conflict of laws thereof. Each party agrees that
      all
      legal proceedings concerning the interpretation, enforcement and defense of
      the
      transactions contemplated by any of the Transaction Documents (whether brought
      against a party hereto or its respective Affiliates, directors, officers,
      shareholders, employees or agents) shall be commenced in the state and federal
      courts sitting in the City of New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any of the Transaction Documents),
      and hereby irrevocably waives, and agrees not to assert in any suit, action
      or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such New York Courts, or such New York Courts are improper or inconvenient
      venue
      for such proceeding. Each party hereby irrevocably waives personal service
      of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Certificate of Designation and agrees that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any other manner permitted by applicable law. Each party
      hereto hereby irrevocably waives, to the fullest extent permitted by applicable
      law, any and all right to trial by jury in any legal proceeding arising out
      of
      or relating to this Certificate of Designation or the transactions contemplated
      hereby. If either party shall commence an action or proceeding to enforce any
      provisions of this Certificate of Designation, then the prevailing party in
      such
      action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation
      and
      prosecution of such action or proceeding.

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    e) Waiver.
      Any
      waiver by the Corporation or a Holder of a breach of any provision of this
      Certificate of Designation shall not operate as or be construed to be a waiver
      of any other breach of such provision or of any breach of any other provision
      of
      this Certificate of Designation or a waiver by any other Holder. The failure
      of
      the Corporation or a Holder to insist upon strict adherence to any term of
      this
      Certificate of Designation on one or more occasions shall not be considered
      a
      waiver or deprive that party (or any other Holders) of the right thereafter
      to
      insist upon strict adherence to that term or any other term of this Certificate
      of Designation. Any waiver by the Corporation or a Holder must be in
      writing.

     

    f) Severability.
      If any
      provision of this Certificate of Designation is invalid, illegal or
      unenforceable, the balance of this Certificate of Designation shall remain
      in
      effect, and if any provision is inapplicable to any Person or circumstance,
      it
      shall nevertheless remain applicable to all other Persons and circumstances.
      If
      it shall be found that any interest or other amount deemed interest due
      hereunder violates the applicable law governing usury, the applicable rate
      of
      interest due hereunder shall automatically be lowered to equal the maximum
      rate
      of interest permitted under applicable law. 

    


    g) Next
      Business Day.
      Whenever any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next succeeding Business
      Day.

    


    h) Headings.
      The
      headings contained herein are for convenience only, do not constitute a part
      of
      this Certificate of Designation and shall not be deemed to limit or affect
      any
      of the provisions hereof.

    


    i) Status
      of Converted or Redeemed Preferred Stock.
      Shares
      of Preferred Stock may only be issued pursuant to the Purchase Agreement. If
      any
      shares of Preferred Stock shall be converted, redeemed or reacquired by the
      Corporation, such shares shall resume the status of authorized but unissued
      shares of preferred stock and shall no longer be designated as Series B Variable
      Dividend Convertible Preferred Stock

    


    


    *********************

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    RESOLVED,
      FURTHER, that the Chairman, the president or any vice-president, and the
      secretary or any assistant secretary, of the Corporation be and they hereby
      are
      authorized and directed to prepare and file a Certificate of Designation of
      Preferences, Rights and Limitations in accordance with the foregoing resolution
      and the provisions of Nevada law.

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Certificate this 22nd day
      of
      May 2006.

    


    
      	
               

              /s/
                Nathan Harrison, MD

              Name:
                Nathan Harrison, MD

              Title:
                Acting CEO

            	
               

              /s/
                Joseph Warrino

              Name:
                Joseph Warrino

              Title:
                Chief Financial Officer

            


    

    



    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    


    ANNEX
      A

    


    NOTICE
      OF
      CONVERSION

    


    (TO
      BE
      EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED
      STOCK)

    


    The
      undersigned hereby elects to convert the number of shares of Series B Variable
      Dividend Convertible Preferred Stock indicated below into shares of common
      stock, par value $0.001 per share (the “Common
      Stock”),
      of
      Viking Systems, Inc., a Nevada corporation (the “Corporation”),
      according to the conditions hereof, as of the date written below. If shares
      are
      to be issued in the name of a Person other than the undersigned, the undersigned
      will pay all transfer taxes payable with respect thereto and is delivering
      herewith such certificates and opinions as may be required by the Corporation
      in
      accordance with the Purchase Agreement. No fee will be charged to a Holder
      for
      any conversion, except for any such transfer taxes.

    


    Conversion
      calculations:

    


    
      	
              Date
                to Effect Conversion:
                _____________________________________________

            
	
              Number
                of shares of Preferred Stock owned prior to Conversion:
                ________________

            
	
              Number
                of shares of Preferred Stock to be Converted:
                ________________________

            
	
              Stated
                Value of shares of Preferred Stock to be Converted:
                ____________________

            
	
              Number
                of shares of Common Stock to be Issued:
                ___________________________

            
	
              Applicable
                Conversion
                Price:___________________________________________

            
	
              Number
                of shares of Preferred Stock subsequent to Conversion:
                ________________

            
	
               

              [HOLDER]

               

              By:___________________________________

              Name:

              Title:

            


    

    


     

     

    
      
        
        

      

      
        29