AMENDED
      AND RESTATED 

    CERTIFICATE
      OF DESIGNATION

    OF
      THE

    SERIES
      D PREFERRED STOCK

    (Par
      Value $0.01 Per Share)

    OF

    TURNAROUND
      PARTNERS, INC.

     

    
      
        

      

    

    


    The
      undersigned, a duly authorized officer of TURNAROUND
      PARTNERS, INC.,
      a
      Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and
      hereinafter referred to as the “Company”),
      in
      accordance with the provisions of Section 78.390
      of
      the Nevada Revised Statutes,
      DOES
      HEREBY CERTIFY
      that the
      following resolution was duly adopted by the Board of Directors of the Company
      (the “Board”)
      by
      unanimous written consent pursuant to Section 78.315
      of
      the Nevada Revised Statutes on
      or
      about December 13, 2007:

     

    WHEREAS,
      that
      effective September 25, 2006, the Board approved the designation of Series
      D
      convertible preferred stock, par value of $0.01 (the “Series
      D Preferred Stock”),
      to
      consist of up to One Hundred Thousand (100,000) shares; and

     

    WHEREAS,
      pursuant to that certain Purchase Agreement, originally dated September 30,
      2006
      (the “Original
      Agreement”)
      and as
      amended on October 5, 2006 and further amended as of
      December 30, 2006 (the “Second
      Amendment”),
      Mr.
      Timothy J. Connolly (the “Seller”)
      sold
      to the Company, and the Company purchased from the Seller, one hundred percent
      (100%) of the total issued and outstanding capital stock of Kipling Holdings,
      Inc., a Delaware corporation (“Kipling”),
      in
      exchange for (a) the Company’s assumption of all of the liabilities of Kipling,
      (b) the Company expanding the Existing Anti-Dilution Rights (as such term is
      defined in the Original Agreement) in favor of the Seller and (c) a nominal
      cash
      amount equal to the direct costs incurred by the Seller in connection with
      the
      Original Agreement, on the terms and conditions set forth therein;
      and

     

    WHEREAS,
      pursuant to the Original Agreement, Seller had been entitled to receive and
      beneficially own, directly and indirectly through his spouse (together, the
      “Holders”),
      approximately 93,334 shares of Series D Preferred Stock (which would be
      equivalent to 933.4 shares of Series D Preferred Stock under the terms of this
      newly-revised Certificate of Designation); and

     

    WHEREAS,
      in
      connection with the Second Amendment, the Holders were then entitled to receive
      and beneficially own, and did receive and now beneficially own as of December
      31, 2006, a reduced amount equal to Seven Hundred (700) shares of Series D
      Preferred Stock, which such beneficial ownership constitutes One Hundred Percent
      (100%) of the total issued and outstanding shares of Series D Preferred Stock;
      and

     

    WHEREAS,
      on
      December 5, 2007, the Company entered into that certain Stock Purchase Agreement
      (the “SPA”),
      by
      and among the Buyer named therein and the Seller pursuant to which the Holders
      agreed, among other things, to provide for the relinquishment of certain
      anti-dilution rights on June 30, 2009 instead of December 31, 2010 (as set
      forth
      in Section 4.1 hereof) and to amend and restate this Certificate of Designation
      in order to reflect such relinquishment; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    WHEREAS,
      the
      Company did amend and restate this Certificate of Designation on December 5,
      2007 in order to provide for the relinquishment of such rights; and

     

    WHEREAS,
      the
      Company desires to further amend and restate this Certificate of Designation
      to
      include a 9.99% ownership limitation (now set forth in Section 4.01 herein
      below) which such limitation was erroneously omitted in the amended and restated
      Certificate of Designation filed on December 5, 2007; and

     

    WHEREAS,
      Seven
      Hundred (700) shares of Series D Preferred Stock have been issued to the Holders
      and the Board has determined that it is in the best interests of the Company
      to
      further amend and restate the powers, designations, preferences and relative,
      participating, optional and other special rights for the Series D Preferred
      Stock on the terms set forth herein. 

     

    RESOLVED
      that the
      Series D Preferred Stock shall have the following amended and restated powers,
      designations, preferences and relative, participating, optional and other
      special rights:

     

    SECTION
      1

    DESIGNATION
      AND RANK

    1.1.  Designation.
      This
      resolution shall provide for a single series of preferred stock, the designation
      of which shall be “Series D Preferred Stock”, par value of $0.01 per share. The
      number of authorized shares constituting the Series D Preferred Stock is One
      Hundred Thousand (100,000). The Series D Preferred Stock will have no
      liquidation preference as set forth in Section 3.1 below.

     

    1.2 Rank.
      With
      respect to the payment of dividends and other distributions on the capital
      stock
      of the Company, including the distribution of the assets of the Company upon
      liquidation, the Series D Preferred Stock shall rank pari passu with the common
      stock of the Company, par value $0.001 per share (the “Common
      Stock”),
      on an
“as converted” basis, junior to the Company’s Series A preferred stock, par
      value $0.01 per share, junior to the Company’s Series B preferred stock, par
      value $0.01 per share, junior to the Company Series C preferred stock, par
      value
      $0.01 per share and senior to all other series of preferred stock.

     

    SECTION
      2

    DIVIDEND
      RIGHTS

    2.1.  Dividends
      or Distributions.
      The
      holders of Series D Preferred Stock shall be entitled to receive dividends
      or
      distributions on
      a pro
      rata basis according to their holdings of shares of Series D Preferred Stock
      on
      an as converted basis as provided in Section 4 hereof when and if dividends
      are
      declared on the Common Stock by the Board. Dividends shall
      be
      paid in cash or property, as determined by the Board. 

     

    
      
         

      

      
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    SECTION
      3

    LIQUIDATION
      RIGHTS

    3.1.  Liquidation
      Preference.
      The
      Series D Preferred Stock shall have no liquidation preference.

     

    SECTION
      4

    CONVERSION
      RIGHTS

    4.1.  Subject
      to the limitations set forth herein below, each share of Series D Preferred
      Stock held by the Holders shall be convertible (the “Conversion
      Rights”),
      at
      the option of the Holder of such share of Series D Preferred Stock, at any
      time
      and from time to time after December 31, 2006 through June 30, 2009,
      into that number of shares of Common Stock equal to the greater of (a) one
      tenth of one percent (0.1%) of the total number of shares of Common Stock issued
      and outstanding as of the last day of the fiscal quarter immediately preceding
      such date of conversation, calculated on a fully diluted basis after giving
      effect to the conversion of such share(s) of Series D Preferred Stock and (b)
      One Hundred Thousand (100,000) shares of Common Stock (“Conversion
      Shares”)
      at the
      office of the Company or any transfer agent for the Series D Preferred Stock.
      Each share of Series D Preferred Stock held by the Holders which has not been
      converted on or before June 30, 2009 into shares of Common Stock shall be
      convertible, at the option of the Holder of such share, at any time and from
      time to time after June 30, 2009 into one tenth of one percent (0.1%) of the
      total number of shares of Common Stock issued and outstanding on June 30, 2009,
      calculated on a fully diluted basis after giving effect to the conversion of
      such share(s) of Series D Preferred Stock (such shares shall also be referred
      to
      herein as “Conversion
      Shares”).
      Notwithstanding the above, no holder shall be entitled to convert shares of
      Series D Preferred Stock hereunder into shares of Common Stock in excess of
      that
      number of shares of Common Stock which, upon giving effect to such conversion,
      would cause the aggregate number of shares of Common Stock beneficially owned
      by
      the holder and its affiliates to exceed 9.99% of the outstanding shares of
      the
      Common Stock following such conversion (which provision may be waived by the
      holder by written notice from the holder to the Company, which notice shall
      be
      effective sixty-one (61) days after the date of such notice). The shares of
      Common Stock received upon conversion shall be fully paid and non-assessable
      shares of Common Stock. 

     

    4.2.  Adjustments.
      The
      Conversion Rights of the Series D Preferred Stock as described in Section 4.1
      above shall be adjusted from time to time as follows:

     

    (a)  In
      the
      event of any reclassification of the Common Stock or recapitalization involving
      Common Stock (including a subdivision, or combination of shares or any other
      event described in this Section 4.2) the holders of the Series D Preferred
      Stock
      shall thereafter be entitled to receive, and provision shall be made therefore
      in any agreement relating to the reclassification or recapitalization, upon
      conversion of the Series D Preferred Stock, the kind and number of shares of
      Common Stock or other securities or property (including cash) to which such
      holders of Series D Preferred Stock would have been entitled if they had held
      the number of shares of Common Stock into which the Series D Preferred Stock
      was
      convertible immediately prior to such reclassification or recapitalization;
      and
      in any such case appropriate adjustment shall be made in the application of
      the
      provisions herein set forth with respect to the rights and interests thereafter
      of the holders of the Series D Preferred Stock, to the end that the provisions
      set forth herein shall thereafter be applicable, as nearly as reasonably may
      be,
      in relation to any shares, other securities, or property thereafter receivable
      upon conversion of the Series D Preferred Stock. An adjustment made pursuant
      to
      this subparagraph (a) shall become effective at the time at which such
      reclassification or recapitalization becomes effective.

     

    
      
         

      

      
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    (b)  In
      the
      event the Company shall declare a distribution payable in securities of other
      entities or persons, evidences of indebtedness issued by the Company or other
      entities or persons, assets (excluding cash dividends) or options or rights
      not
      referred to in Section 4.2(a) above, the holders of the Series D Preferred
      Stock
      shall be entitled to a proportionate share of any such distribution as though
      they were the holders of the number of shares of Common Stock of the Company
      into which their shares of Series D Preferred Stock are convertible as of the
      record date fixed for the determination of the holders of shares of Common
      Stock
      of the Company entitled to receive such distribution or if no such record date
      is fixed, as of the date such distribution is made.

     

    4.3.  Procedures
      for Conversion.
      

     

    (a)  In
      order
      to exercise the Conversion Rights pursuant to Section 4.1 above, the Seller
      shall deliver an irrevocable written notice of such exercise to the Company,
      at
      its principal office. The Holders shall, upon any conversion of such Series
      D
      Preferred Stock in accordance with this Section 4, surrender certificates
      representing such shares of Series D Preferred Stock to the Company, at its
      principal office, and specify the name or names in which the Seller wishes
      the
      certificate or certificates for shares of Common Stock to be issued. In case
      the
      Seller shall specify a name or names other than that of the Holders, such notice
      shall be accompanied by payment of all transfer taxes (if transfer is to a
      person or entity other than the holder thereof) payable upon the issuance of
      shares of Common Stock in such name or names. As promptly as practicable, and,
      if applicable, after payment of all transfer taxes (if transfer is to a person
      or entity other than the holder thereof), the Company shall deliver or cause
      to
      be delivered certificates representing the number of validly issued, fully
      paid
      and nonassessable shares of Common Stock to which the Holders shall be entitled.
      Such conversion, to the extent permitted by law, shall be deemed to have been
      effected as of the date of receipt by the Company of any notice of conversion
      pursuant to this Section 4.3(a), upon the occurrence of any event specified
      therein. Upon conversion of any shares of Series D Preferred Stock, such shares
      shall cease to constitute shares of Series D Preferred Stock and shall represent
      only a right to receive shares of common stock into which they have been
      converted.

     

    (b)  In
      connection with the conversion of any shares of Series D Preferred Stock, no
      fractions of shares of Common Stock shall be issued, but the Company shall
      pay
      cash in lieu of such fractional interest in an amount equal to the product
      such
      fractional interest multiplied by the Reported Last Price of the Common Stock.
      “Reported
      Last Price”
means
      the reported price, regular way, or, in case no sale takes place on such day,
      the average of the reported closing bid and asked prices, regular way, of the
      Common Stock as reported on the National Market System of the National
      Association of Securities Dealers, Inc. Automated Quotation System
      (“NASDAQ”)
      or the
      Over-the-Counter Bulletin Board (“OTCBB”),
      as
      the case may be; or, if the Common Stock is so not quoted, the average of the
      closing bid and asked prices on such day as reported by NASDAQ or OTCBB, as
      the
      case may be; or, if bid and asked prices for the Common Stock on each such
      day
      shall not have been so reported, the average of the bid and asked prices for
      such day as furnished by any New York Stock Exchange member firm regularly
      making a market in the Common Stock selected for such purpose by the Company
      and
      if no such quotations are available, the fair market value of a share of the
      Common Stock, as determined by any New York Stock Exchange member firm regularly
      making a market in the Common Stock selected for such purpose by the Company.
      

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    (c)  The
      Company shall at all times reserve and keep available out of its authorized
      Common Stock the full number of shares of Common Stock of the Company issuable
      upon the conversion of all outstanding shares of Series D Preferred Stock.
      In
      the event that the Company does not have a sufficient number of shares of
      authorized but unissued Common Stock necessary to satisfy the full conversion
      of
      the shares of Series D Preferred Stock, then the Company shall call and hold
      a
      meeting of the stockholders within forty-five (45) days of such occurrence
      for
      the sole purpose of increasing the number of authorized shares of Common Stock.
      The Board shall recommend to stockholders a vote in favor of such proposal
      and
      shall vote all shares held by them, in proxy or otherwise, in favor of such
      proposal. This remedy is not intended to limit the remedies available to the
      holders of the Series D Preferred Stock, but is intended to be in addition
      to
      any other remedies, whether in contract, at law or in equity.

     

    4.4.  Notices
      of Record Date.
      In the
      event that the Company shall propose at any time: (i) to declare any dividend
      or
      distribution upon any class or series of capital stock, whether in cash,
      property, stock or other securities; (ii) to effect any reclassification or
      recapitalization of its Common Stock outstanding involving a change in the
      Common Stock; or (iii) to merge or consolidate with or into any other
      corporation, or to sell, lease or convey all or substantially all of its
      property or business, or to liquidate, dissolve or wind up; then, in connection
      with each such event, the Company shall mail to each holder of Series D
      Preferred Stock:

     

    (a)  at
      least
      twenty (20) days’ prior written notice of the date on which a record shall be
      taken for such dividend or distribution (and specifying the date on which the
      holders of the affected class or series of capital stock shall be entitled
      thereto) or for determining the rights to vote, if any, in respect of the
      matters referred to in clauses (ii) and (iii) in Section 4.4 above;
      and

     

    (b)  in
      the
      case of the matters referred to in Section 4.4 (ii) and (iii) above, written
      notice of such impending transaction not later than twenty (20) days prior
      to
      the stockholders’ meeting called to approve such transaction, or twenty (20)
      days prior to the closing of such transaction, whichever is earlier, and shall
      also notify such holder in writing of the final approval of such transaction.
      The first of such notices shall describe the material terms and conditions
      of
      the impending transaction (and specify the date on which the holders of shares
      of Common Stock shall be entitled to exchange their Common Stock for securities
      or other property deliverable upon the occurrence of such event) and the Company
      shall thereafter give such holders prompt notice of any material changes. The
      transaction shall in no event take place sooner than twenty (20) days after
      the Company has given the first notice provided for herein or sooner than ten
      (10) days after the Company has given notice of any material changes provided
      for herein.

     

    
      
         

      

      
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    SECTION
      5

    VOTING
      RIGHTS

    5.1.  General.
      Except
      as otherwise provided herein or required by law, the holders of Series D
      Preferred Stock, on an “as converted” basis as of the time a vote is taken, and
      the holders of Common Stock shall vote together and not as separate
      classes.

     

    5.2.  Preferred
      Stock.
      Each
      holder of shares of Series D Preferred Stock shall be entitled to cast a number
      of votes equal to the number of Conversion Shares to which such holder is
      entitled to receive in accordance with Section 4.1 hereof on all matters
      submitted to the stockholders of the Company for approval, which votes shall
      be
      distributed between the holders on a pro rata basis based upon the number of
      shares of Series D Preferred Stock held by the holders. Holders of Series D
      Preferred Stock shall be entitled to vote on all matters on which the Common
      Stock shall be entitled to vote. Each holder of Series D Preferred Stock shall
      be entitled to notice of any stockholders meeting in accordance with the Bylaws
      of the Company. Fractional votes shall not, however, be permitted and any
      fractional voting rights resulting from the above formula (after aggregating
      all
      shares into which shares of Series D Preferred Stock held by each holder could
      be converted), shall be disregarded. 

     

    SECTION
      6

    MISCELLANEOUS

    6.1.  Headings
      of Subdivisions.
      The
      headings of the various Sections hereof are for convenience of reference only
      and shall not affect the interpretation of any of the provisions
      hereof.

     

    6.2.  Severability
      of Provisions.
      If any
      right, preference or limitation of the Series D Preferred Stock set forth herein
      (as this resolution may be amended from time to time) is invalid, unlawful
      or
      incapable of being enforced by reason of any rule of law or public policy,
      all
      other rights, preferences and limitations set forth in this resolution (as
      so
      amended) which can be given effect without the invalid, unlawful or
      unenforceable right, preference or limitation shall, nevertheless, remain in
      full force and effect, and no right, preference or limitation herein set forth
      shall be deemed dependent upon any other such right, preference or limitation
      unless so expressed herein.

     

    6.3.  Stock
      Transfer Taxes.
      The
      Corporation shall pay any and all stock transfer and documentary stamp taxes
      that may be payable in respect of any issuance or delivery of shares of Series
      D
      Preferred Stock or shares of Common Stock or other securities issued on account
      of Series D Preferred Stock pursuant hereto or certificates representing such
      shares or securities.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    6.4.  Transfer
      Agent.
      The
      Corporation may appoint, and from time to time discharge and/or replace, a
      transfer agent of the Series D Preferred Stock. Upon any such appointment or
      discharge of a transfer agent, the Corporation shall send notice thereof by
      first-class mail, postage prepaid, to each holder of record of Series D
      Preferred Stock.

     

    6.5.  Transferability.
      Subject
      to any transfer restriction agreements that my be entered into by the holders
      of
      Series D Preferred Stock, the Series D Preferred Stock shall be transferable
      by
      the holders, provided that such transfer is made in compliance with applicable
      federal and state securities laws.

     

    


    


    [Signature
      Page to Follow]

     

     

     

     

     

     

    
 

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this amended and restated Certificate of Designation to
      be
      signed, under penalties of perjury, by W. Chris Mathers, its Chief Financial
      Officer.

     

    
      	
              Dated: December
                14, 2007

            	 	
              TURNAROUND
                PARTNERS, INC.

            
	 	 	 
	 	 	
              By:
                /s/
                Russell Kidder

            
	 	 	
              Name: Russell
                Kidder 

            
	 	 	
              Title: President
                and CEO

            
	 	 	 


    

    


    


    
      
         

      

      
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