EXHIBIT 3.3

            CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF
            MERA PHARMACEUTICALS, INC. AND THE EXPRESS TERMS THEREOF

           DESIGNATION OF SERIES B PREFERRED STOCK. Of the Ten Thousand (10,000)
shares of Preferred Stock of Mera Pharmaceuticals, Inc. (the "COMPANY") that are
authorized, Two Thousand Four Hundred (2,400) shares shall be designated Series
B Preferred Stock.

           RIGHTS, PREFERENCES AND PRIVILEGES. The rights, preferences,
privileges and restrictions granted to or imposed upon the Common Stock and the
Series B Preferred Stock are as follows

           1. DEFINITIONS. For purposes of this designation, the following
definitions shall apply:

           "AVAILABLE FUNDS AND ASSETS" shall have the meaning given in Section
3(a).

           "BOARD" shall mean the Board of Directors of the Company.

           "COMMON STOCK" shall mean the Common Stock, $0.0001 par value, of the
Company.

           "COMMON STOCK DIVIDEND" shall mean a stock dividend declared and paid
on the Common Stock that is payable in shares of Common Stock.

           "COMPANY" shall mean Mera Pharmaceuticals, Inc.


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           "PUBLIC OFFERING" shall have the meaning given in Section 5(b).

           "PREFERRED STOCK" shall mean the Preferred Stock authorized by the
Company's Certificate of Incorporation, including the Series A Preferred Stock
and Series B Preferred Stock.

           "SERIES B CASH DIVIDEND RATE" shall mean five percent (5%) per annum,
or $31.25 per share of Series B Preferred Stock per annum.

           "SERIES B CONVERSION PRICE" shall mean $0.07 per share.

           "SERIES B ORIGINAL ISSUE DATE" shall mean the date on which the first
share of Series B Preferred Stock is issued by the Company.

           "SERIES B ORIGINAL ISSUE PRICE" shall mean $625.00 per share for the
Series B Preferred Stock.

           "SERIES B PREFERRED STOCK" shall mean the Series B Preferred Stock,
$0.0001 par value, of the Company.

           "SERIES B PREFERRED STOCK DIVIDEND RATE" shall mean a dividend
declared and paid on the Series B Preferred Stock that is payable in shares of
Common Stock at a rate of one (1) share for each $0.07 of dividend payable.

           2. DIVIDEND RIGHTS.

           (A) DIVIDEND PREFERENCE OF SERIES B PREFERRED STOCK. In each calendar
year, the holders of the then outstanding Series B Preferred Stock shall be
entitled to receive dividends out of any funds and assets of the Company legally
available therefor, prior and in preference to any declaration or payment of any
dividend (in cash or in Common Stock of the Company) on the Common Stock of the
Company, at the rate of 5% of the Series B Original Issue Price as adjusted for
any consolidations, combinations, stock distributions, stock dividends, stock
splits or similar events (each a "RECAPITALIZATION EVENT") per share per annum,
payable in cash (at the Series B Cash Dividend Rate) or in Common Stock of the
Company (at the Series B Stock Dividend Rate), as determined by the Board. Such
dividends shall accrue on each share from the Series B Original Issue Date, and
shall accrue from day to day, whether or not earned or declared. Such dividends
shall be cumulative so that, except as provided below, if such dividends in
respect of any previous or current annual dividend period, at the annual rate
specified above, shall not have been paid the deficiency shall first be fully
paid before any dividend or other distribution shall be declared and set apart
for the Common Stock. Any accumulation of dividends on the Series B Preferred
Stock shall not bear any interest.

           (B) NON-CASH DISTRIBUTIONS. In the event the Company shall declare a
distribution (other than any distribution described in Section 3 below) payable
in securities of other persons, evidences of indebtedness issued by the Company
or other persons, assets (excluding cash dividends) or options or rights to
purchase any such securities or evidences of indebtedness, then, in each such
case the holders of the Series B Preferred Stock shall be entitled to a
proportionate share of any such distribution as though the holders of the Series
B Preferred Stock were the holders of the number of shares of Common Stock of
the Company into which their respective shares of Series B Preferred Stock are
convertible as of the record date fixed for the determination of the holders of
Common Stock of the Company entitled to receive such distribution. Whenever a
dividend shall be payable in property other than cash, the value of such
dividend shall be deemed to be the fair market value of such property as
determined in good faith by the Board.


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           (C) PAYMENT ON CONVERSION. Cumulative dividends with respect to a
share of Series B Preferred Stock which are accrued, payable and/or in arrears
shall, upon conversion of such share to Common Stock, subject to the rights of
any series of Preferred Stock which may from time to time come into existence,
be paid to the extent assets are legally available thereof and any amounts for
which assets are not legally available shall be paid promptly as assets become
legally available thereof; any partial payment will be made pro rata among the
holders of such shares.

           3. LIQUIDATION RIGHTS.

           (A) DISTRIBUTIONS UPON LIQUIDATION. In the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, the
funds and assets of the Company that may be legally distributed to the Company's
shareholders (the "AVAILABLE FUNDS AND ASSETS") shall be distributed to
shareholders in the following manner:

(III) PREFERENCE. The holders of the Series B Preferred Stock shall be entitled
to receive, prior and in preference to any distribution of any Available Funds
and Assets to the holders of the Common Stock by reason of their ownership
thereof, the amount of the Series B Original Issue Price (as adjusted for any
stock dividends, combinations or splits with respect to such shares), plus all
accrued but unpaid dividends on such shares for each share of Series B Preferred
Stock then held by them; provided that, if upon the occurrence of such event the
Available Funds and Assets to be distributed among the holders of the Series B
Preferred Stock shall be insufficient to permit the payment to such holders of
the full aforesaid preferential amount, then the entire amount of Available
Funds and Assets shall be distributed ratably to the holders of Series B
Preferred Stock until the entire amount of the liquidation preference described
herein shall have been received by such holders, with any remainder then
distributed ratably to the holders of the Common Stock.

(IV) REMAINING ASSETS. After payment has been made to the holders of Series B
Preferred Stock pursuant to Section 3(a)(i) above, any remaining assets
including funds legally available for distribution hereunder shall be
distributed ratably among the holders of Common Stock based on the number of
shares of Common Stock held by each.

           (B) MERGER, CONSOLIDATION OR SALE OF ASSETS. For purposes of this
Section 3, each of the following shall be deemed a liquidation, dissolution or
winding up of the Company: (a) a consolidation or merger of the Company with or
into any other corporation or corporations in which the holders of the Company's
outstanding shares immediately before such consolidation or merger do not,
immediately after such consolidation or merger, retain stock representing a
majority of the voting power of the surviving corporation of such consolidation
or merger (other than a merger with a publicly traded company in the
circumstance described in Section 5(b)(i)(C)), or (b) a sale of all or
substantially all of the assets of the Company.

           (C) NON-CASH CONSIDERATION. If any assets of the Company distributed
to shareholders in connection with any liquidation, dissolution, or winding up
of the Company are other than cash, then the value of such assets shall be their
fair market value as determined by the Board, except that any securities to be
distributed to shareholders in a liquidation, dissolution, or winding up of the
Company shall be valued as follows:


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                     (i) The method of valuation of securities not subject to
           investment letter or other similar restrictions on free marketability
           shall be as follows:

                               (A) if the securities are then traded on a
                     national securities exchange or the Nasdaq National Market
                     (or a similar national quotation system), then the value
                     shall be deemed to be the average of the daily closing
                     prices of the securities on such exchange or system over
                     the 30-day period ending three (3) days prior to the
                     distribution; and

                               (B) if actively traded over-the-counter, then the
                     value shall be deemed to be the average of the daily
                     closing bid prices over the 30-day period ending three (3)
                     days prior to the distribution; and

                               (C) if there is no active public market, then the
                     value shall be the fair market value thereof, as determined
                     in good faith by the Board.

                     (ii) The method of valuation of securities subject to
           investment letter or other restrictions on free marketability shall
           be to make an appropriate discount from the market value determined
           as above in subparagraphs (i)(A), (B) or (C) of this subsection to
           reflect the approximate fair market value thereof, as determined in
           good faith by the Board.

           4. VOTING RIGHTS.

           (A) COMMON STOCK. Each holder of shares of Common Stock shall be
entitled to one (1) vote for each share thereof held.

           (B) SERIES B PREFERRED STOCK. Each holder of shares of Series B
Preferred Stock shall be entitled to the number of votes equal to the number of
whole shares of Common Stock into which such shares of Series B Preferred Stock
are convertible pursuant to the provisions of Section 5 below at the record date
for the determination of the shareholders entitled to vote on such matters or,
if no such record date is established, the date that such vote is taken or the
date that any written consent of shareholders giving effect to such action is
first solicited.

           (C) GENERAL. Subject to the foregoing provisions of this Section 4,
each holder of Series B Preferred Stock shall have full voting rights and powers
equal to the voting rights and powers of the holders of Common Stock on an as
converted basis, and shall be entitled to notice of any shareholders' meeting in
accordance with the bylaws of the Company (as in effect at the time in question)
and applicable law, and shall be entitled to vote, together with the holders of
Common Stock, with respect to any question upon which holders of Common Stock
have the right to vote, except as may be otherwise provided by applicable law.
Except as otherwise expressly provided herein or as required by law, the holders
of Series B Preferred Stock and the holders of Common Stock shall vote together
and not as separate classes.

           (D) CUMULATIVE VOTING. No person entitled to vote at an election for
directors may cumulate votes to which such person is entitled, unless, at the
time of such election, the corporation is subject to Section 2115(b) of the
California General Corporation Law ("CGCL"). During such time or times as the
Company is subject to Section 2115(b) of the CGCL, the Holders of Series B
Preferred Stock and Common Stock entitled to vote at an election for directors
may cumulate such stockholder's votes and give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of votes
to which such stockholder's shares are otherwise entitled, or distribute the
stockholder's votes on the same principle among as many candidates as such



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stockholder thinks fit. No stockholder, however, shall be entitled to so
cumulate such stockholder's votes unless (a) the names of such candidate or
candidates have been placed in nomination prior to the voting and (b) the
stockholder has given notice at the meeting, prior to the voting, of such
stockholder's intention to cumulate such stockholder's votes. If any stockholder
has given proper notice to cumulate votes, all stockholders may cumulate their
votes for any candidates who have been properly placed in nomination. Under
cumulative voting, the candidates receiving the highest number of votes, up to
the number of directors to be elected, are elected.

           6. CONVERSION RIGHTS. The outstanding shares of Series B Preferred
Stock shall be convertible into Common Stock as follows:

           (A)       OPTIONAL CONVERSION.

                     (i) At the option of the holder thereof, each share of
Series B Preferred Stock shall be convertible at any
time or from time to time into fully paid and nonassessable shares of Common
Stock as provided in Section 5(a)(ii) below.

                     (ii) Each holder of Series B Preferred Stock who elects to
convert the same into shares of Common Stock shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Company or any transfer agent for the Series B Preferred Stock or Common
Stock, and shall give written notice to the Company at such office that such
holder elects to convert the same and shall state therein the number of shares
of Series B Preferred Stock being converted. Thereupon the Company shall
promptly issue and deliver at such office to such holder a certificate or
certificates for the number of shares of Common Stock to which such holder is
entitled upon such conversion. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
certificate or certificates representing the shares of Series B Preferred Stock
to be converted, and the person entitled to receive shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder of such shares of Common Stock on such date.

           (B)       AUTOMATIC CONVERSION.

                     (i) AUTOMATIC CONVERSION EVENT. Each share of Series B
Preferred Stock shall automatically be converted into
fully paid and nonassessable shares of Common Stock, as provided in Section
5(b)(ii) below: (A) at the time that the closing bid price of the Common Stock
is equal to or greater than fifteen cents ($0.15) per share for ten (10)
consecutive trading days; (B) immediately prior to the closing of an
underwritten public offering pursuant to an effective registration statement
filed under the Securities Act of 1933, as amended, covering the offer and sale
of Common Stock for the account of the Company and/or any selling shareholders
in which the offering price per share is at least $0.15 per share of Common
Stock (as adjusted for any stock dividends, combinations or splits with respect
to such shares) and the aggregate proceeds (before deduction for underwriters'
discounts and expenses relating to the issuance, including without limitation
legal fees of the Company's counsel) are at least $10,000,000 (a "PUBLIC
OFFERING"); or (C) upon a merger which results in the shareholders of the
Company immediately prior to the merger holding less than a majority of the
stock of the surviving corporation after such merger and in which all holders of
Common Stock of the Company receive stock of the surviving corporation which is
publicly traded at the time of such merger.


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                     (ii) EFFECT OF AUTOMATIC CONVERSION. Upon the occurrence of
any event specified in subparagraph 5(b)(i)(A),
(B) or (C) above, the outstanding shares of Series B Preferred Stock shall be
converted into Common Stock automatically without the need for any further
action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Company or its transfer agent;
PROVIDED, HOWEVER, that the Company shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion unless the
certificates evidencing such shares of Series B Preferred Stock are either
delivered to the Company or its transfer agent as provided below, or the holder
notifies the Company or its transfer agent that such certificates have been
lost, stolen or destroyed and executes an agreement satisfactory to the Company
to indemnify the Company from any loss incurred by it in connection with such
certificates. Upon the occurrence of such automatic conversion of the Series B
Preferred Stock, the holders of Series B Preferred Stock shall surrender the
certificates representing such shares at the office of the Company or any
transfer agent for the Series B Preferred Stock or Common Stock. Thereupon,
there shall be issued and delivered to such holder promptly at such office and
in its name as shown on such surrendered certificate or certificates, a
certificate or certificates for the number of shares of Common Stock into which
the shares of Series B Preferred Stock surrendered were convertible on the date
on which such automatic conversion occurred.

           (C) CONVERSION PRICE. Each share of Series B Preferred Stock shall be
convertible in accordance with subsection 5(a) or subsection 5(b) above into the
number of shares of Common Stock which results from dividing the Series B
Original Issue Price by the Series B Conversion Price. The Series B Conversion
Price shall be subject to adjustment from time to time as provided below.

           (D) ADJUSTMENT UPON COMMON STOCK EVENT. Upon the happening of a
Common Stock Event (as hereinafter defined) after the Series B Original Issue
Date, the Series B Conversion Price shall, simultaneously with the happening of
such Common Stock Event, be adjusted by multiplying the Conversion Price of such
series of Series B Preferred Stock in effect immediately prior to such Common
Stock Event by a fraction, (A) the numerator of which shall be the number of
shares of Common Stock issued and outstanding immediately prior to such Common
Stock Event, and (B) the denominator of which shall be the number of shares of
Common Stock issued and outstanding immediately after such Common Stock Event,
and the product so obtained shall thereafter be the Conversion Price for the
Series B Preferred Stock. The Conversion Price for Series B Preferred Stock
shall be readjusted in the same manner upon the happening of each subsequent
Common Stock Event. As used herein, the term "COMMON STOCK EVENT" shall mean (i)
the issue by the Company of additional shares of Common Stock as a dividend or
other distribution on outstanding Common Stock, (ii) a subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common
Stock, or (iii) a combination of the outstanding shares of Common Stock into a
smaller number of shares of Common Stock.



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           (E) ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If at any time
or from time to time after the Series B Original Issue Date, the Company pays a
dividend or makes another distribution to the holders of the Common Stock
payable in securities of the Company other than shares of Common Stock, then in
each such event provision shall be made so that the holders of the Series B
Preferred Stock shall receive upon conversion thereof, in addition to the number
of shares of Common Stock receivable upon conversion thereof, the amount of
securities of the Company which they would have received had their Series B
Preferred Stock been converted into Common Stock on the date of such event (or
such record date, as applicable) and had they thereafter, during the period from
the date of such event (or such record date, as applicable) to and including the
conversion date, retained such securities receivable by them as aforesaid during
such period under this Section 5 with respect to the rights of the holders of
the Series B Preferred Stock or with respect to such other securities by their
terms.

           (F) ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If at
any time or from time to time after the Series B Original Issue Date, the Common
Stock issuable upon the conversion of such Series B Preferred Stock is changed
into the same or a different number of shares of any class or classes of stock,
whether by recapitalization, reclassification or otherwise (OTHER THAN by a
Common Stock Event or a stock dividend, subdivision, reorganization, merger,
consolidation or sale of assets provided for elsewhere in this Section 5), then
in any such event each holder of Series B Preferred Stock shall have the right
thereafter to convert such stock into the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification
or other change by holders of the number of shares of Common Stock into which
such shares of Series B Preferred Stock could have been converted immediately
prior to such recapitalization, reclassification or change, all subject to
further adjustment as provided herein or with respect to such other securities
or property by the terms thereof.

           (G) CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of the Conversion Price for Series B Preferred Stock, the Company,
at its expense, shall cause its Chief Financial Officer, or other officer, as
applicable, to compute such adjustment or readjustment in accordance with the
provisions hereof and prepare a certificate showing such adjustment or
readjustment, and shall mail such certificate, by first class mail, postage
prepaid, to each registered holder of the Series B Preferred Stock at the
holder's address as shown in the Company's books.

           (H) FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued upon any conversion of Series B Preferred Stock. In lieu of any
fractional share to which the holder would otherwise be entitled, the Company
shall pay the holder cash equal to the product of such fraction multiplied by
the Common Stock's fair market value as determined in good faith by the Board as
of the date of conversion.

           (I) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series B Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series B Preferred Stock; and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series B
Preferred Stock, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

           (J) NOTICES. Any notice required by the provisions of this Section 5
to be given to the holders of shares of the Series B Preferred Stock shall be
deemed given upon the earlier of actual receipt or deposit in the United States
mail, by certified or registered mail, return receipt requested, postage
prepaid, addressed to each holder of record at the address of such holder
appearing on the books of the Company.

           (K) NO IMPAIRMENT. The Company shall not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but shall at all times in good faith assist in
carrying out all such action as may be reasonably necessary or appropriate in
order to protect the conversion rights of the holders of the Series B Preferred
Stock against impairment.


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           6. REDEMPTION RIGHTS.

                     (A) REDEMPTION DATE AND PRICE. Subject to the rights of any
series of Preferred Stock which may from time to
time come into existence, the Company shall redeem, from any source of funds
legally available thereof, the Series B Preferred Stock in twelve quarterly
installments beginning on January 31, 2010, and continuing thereafter on each
April 30, July 31, October 31 and January 31 (each a "REDEMPTION DATE") until
October 31, 2015, whereupon the remaining Series B Preferred Stock outstanding
shall be redeemed. The Company shall effect such redemptions on the applicable
Redemption Dates by paying in cash in exchange for the shares of Series B
Preferred Stock to be redeemed a sum equal to the Series B Original Price (as
adjusted for any stock dividends, combinations or splits with respect to such
shares) plus all accrued but unpaid dividends on such shares (the "REDEMPTION
PRICE").

                     (B) NUMBER OF SHARES. The number of shares of Series B
Preferred Stock that the Company shall be required
under this Section 6 to redeem on any one Redemption Date shall be equal to the
amount determined by dividing: (i) the aggregate number of shares of such series
outstanding immediately prior to such Redemption Date by (ii) the number of
remaining Redemption Dates (including the Redemption Date to which such
calculation applies). Any redemption effected pursuant to this Section 6 shall
be made on a pro rata basis among the holders of the Series B Preferred Stock in
proportion to the number of shares of such series then held by such holders.

           (C) PROCEDURE. At least fifteen (15) but no more than thirty (30)
days prior to each Redemption Date, written notice shall be mailed, first class
postage prepaid, to each holder of record (at the close of business on the
business day next preceding the day on which notice is given) of the Series B
Preferred Stock to be redeemed, at the address last shown on the records of the
Company for such holder, notifying such holder of the redemption to be effected,
specifying the number of shares to be redeemed from such holder, the Redemption
Date, the applicable Redemption Price, the place at which payment may be
obtained and calling upon such holder to surrender to the Company, in the manner
and at the place designated, such holder's certificate or certificates
representing the share to be redeemed (the "REDEMPTION NOTICE"). Except as
provided in Section 6(d) on or after the Redemption Date, each holder of Series
B Preferred Stock to be redeemed shall surrender to the Company the certificate
or certificates representing such shares, in the manner and at the place
designated in the Redemption Notice, and thereupon the applicable Redemption
Price of such shares shall be payable to the order of the person whose name
appears on such certificate or certificates as the owner thereof and each
surrendered certificate shall be cancelled. In the event less than all the
shares represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares.


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                     (D) EFFECT OF REDEMPTION; INSUFFICIENT FUNDS. From and
after a Redemption Date, unless there shall have been
a default in payment of the Redemption Price, all rights of the holders of
shares of Series B Preferred Stock designated for redemption in the Redemption
Notice relating to such Redemption Date (except the right to receive the
applicable Redemption Price without interest upon surrender of their certificate
or certificates) shall cease with respect to such shares, and such shares shall
not thereafter be transferred on the books of the Company or be deemed to be
outstanding for any purpose whatsoever. Subject to the rights of any series of
Preferred Stock which may from time to time come into existence, if the funds of
the Company legally available for redemption of shares of Series B Preferred
Stock on any Redemption Date are insufficient to redeem the total number of
shares of Series B Preferred Stock to be redeemed on such date, those funds
which are legally available will be used to redeem the maximum possible number
of such shares ratably among the holders of such shares to be redeemed based
upon the total Redemption Price applicable to their shares of Series B Preferred
Stock which are subject to redemption on such Redemption Date. The shares of
Series B Preferred Stock not redeemed shall remain outstanding and be entitled
to all the rights and preferences provided herein. Subject to the rights of any
series of Preferred Stock which may from time to time come into existence, at
any time thereafter when additional funds of the Company are legally available
for the redemption of shares of Series B Preferred Stock, such funds will
immediately be used to redeem the balance of the shares which the Company has
become obliged to redeem on any Redemption Date but which it has not redeemed.

           7. RESIDUAL RIGHTS. All rights accruing to the outstanding shares of
the Company not expressly provided for to the contrary herein shall be vested
with the Common Stock.

           8. RESTRICTIONS AND LIMITATIONS. So long as any shares of Series B
Preferred Stock remain outstanding, the Company shall not, without the approval,
by vote or written consent, of the holders of a majority of such Series B
Preferred Stock then outstanding, voting as a single class:

           (a) amend its Certificate of Incorporation in any manner that would
alter or change any of the rights, preferences, privileges or restrictions of
such Series B Preferred Stock;

           (b) amend its Certificate of Incorporation in any other manner that
would materially and adversely affect the rights, preferences and privileges of
such Series B Preferred Stock;

      (c)reclassify any outstanding shares of securities of the Company into
        shares having rights, preferences or privileges as to dividends or
        liquidation preferences senior to Series B Preferred Stock;

           (d) authorize, create or issue any other stock having rights or
preferences senior to Series B Preferred Stock as to dividend rights or
liquidation preferences.


           IN WITNESS WHEREOF, Mera Pharmaceuticals, Inc. has caused this
Certificate to be signed by Daniel P. Beharry, its Secretary, this 3rd day of
December, 2002.

                                              MERA PHARMACEUTICALS, INC.

                                              By: /S/DANIEL P. BEHARRY
                                                  --------------------
                                                 Daniel P. Beharry, Secretary



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