Unassociated Document


    EXHIBIT
      4.8

     

     

    
      AMENDED
        AND RESTATED

      CERTIFICATE
        OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES

      OF
        THE

      SERIES
        B CONVERTIBLE PREFERRED STOCK

      OF

      ASTRATA
        GROUP INCORPORATED

      


      The
        undersigned, the Chief Executive Officer of Astrata Group Incorporated, a
        Nevada
        corporation (the "Company"), in accordance with the provisions of the Nevada
        Revised Statutes, does hereby certify that, pursuant to the authority conferred
        upon the Board of Directors by the Articles of Incorporation of the Company,
        the
        following resolution creating a series of preferred stock, designated as
        Series
        B Convertible Preferred Stock, was duly adopted on December 13, 2007, as
        follows:

      


      RESOLVED,
        that pursuant to the authority expressly granted to and vested in the Board
        of
        Directors of the Company by provisions of the Articles of Incorporation of
        the
        Company (the "Articles of Incorporation"), there hereby is created out of
        the
        shares of the Company’s preferred stock, par value $0.0001 per share, of the
        Company authorized in Article IV of the Articles of Incorporation (the
        "Preferred Stock"), a series of Preferred Stock of the Company, to be named
        "Series B Convertible Preferred Stock," consisting of Two Million Two Hundred
        Thousand (2,200,000) shares, which series shall have the following designations,
        powers, preferences and relative and other special rights and the following
        qualifications, limitations and restrictions:

      


      1.           
        ­Designation and
        Rank.  The designation of such series of the Preferred Stock
        shall be the Series B Convertible Preferred Stock, par value $0.0001 per
        share
        (the "Series B Preferred Stock").  The maximum number of shares of
        Series B Preferred Stock shall be Two Million Two Hundred Thousand (2,200,000)
        shares.  The Series B Preferred Stock shall rank senior to the
        Company’s common stock, par value $0.0001 per share (the "Common Stock"), and to
        all other classes and series of equity securities of the Company which by
        their
        terms do not rank senior to the Series B Preferred Stock ("Junior Stock"),
        and
        shall rank pari passu with shares of the Company’s Series A Convertible
        Preferred Stock and Series B-2 Convertible Preferred Stock.  The
        Series B Preferred Stock shall be subordinate to and rank junior to all
        indebtedness of the Company now or hereafter outstanding.

      


      2.           
        ­Dividends.

      


      (a)           
        ­Payment of
        Dividends.  Commencing on the date of the initial issuance (the
“Issuance Date”) of the Series B Preferred Stock, the holders of record of
        shares of Series B Preferred Stock shall be entitled to receive, out of any
        assets at the time legally available therefor and as declared by the Board
        of
        Directors, cash dividends at the rate of eight percent (8%) of the stated
        Liquidation Preference Amount (as defined in Section 4 hereof) per share
        per
        annum (the "Dividend Payment"), and no more, payable on the date of payment
        of
        the Liquidation Preference Amount to the holders of Series B Preferred Stock,
        pursuant to Section 4 hereof, in the event of a dissolution, liquidation
        or
        winding up of the Company.   In the case of shares of Series B
        Preferred Stock outstanding for less than a full year, dividends shall be
        pro
        rated based on the portion of each year during which such shares are
        outstanding.  Dividends on the Series B Preferred Stock shall be
        cumulative, shall accrue and be payable in the event of a dissolution,
        liquidation or winding up of the Company pursuant to Section 4
        hereof.  Dividends on the Series B Preferred Stock are prior and in
        preference to any declaration or payment of any distribution (as defined
        below)
        on any outstanding shares of Junior Stock.  Such dividends shall
        accrue on each share of Series B Preferred Stock from day to day whether
        or not
        earned or declared so that if such dividends with respect to any previous
        dividend period at the rate provided for herein have not been paid on, or
        declared and set apart for, all shares of Series B Preferred Stock at the
        time
        outstanding, the deficiency shall be fully paid on, or declared and set apart
        for, such shares on a pro rata basis with all other equity securities of
        the
        Company ranking pari passu with the Series B Preferred Stock as to the payment
        of dividends before any distribution shall be paid on, or declared and set
        apart
        for Junior Stock.

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      (b)           
        So long as any shares of Series B Preferred Stock are outstanding, the Company
        shall not declare, pay or set apart for payment any dividend or make any
        distribution on any Junior Stock (other than dividends or distributions payable
        in additional shares of Junior Stock), unless at the time of such dividend
        or
        distribution the Company shall have paid all accrued and unpaid dividends
        on the
        outstanding shares of Series B Preferred Stock.

      


      (c)           
        In the event of (i) a mandatory redemption pursuant to Section 9 hereof or
        (ii)
        a redemption upon the occurrence of a Major Transaction (as defined in Section
        8(c) hereof) or a Triggering Event (as defined in Section 8(d) hereof), all
        accrued and unpaid dividends on the Series B Preferred Stock shall be payable
        on
        the date of such redemption. In the event of a conversion pursuant to Section
        5(a) hereof, all accrued and unpaid dividends on the Series B Preferred Stock
        being converted shall be payable on the Conversion Date (as defined in Section
        5(b)(i) hereof).

      


      (d)           
        For purposes hereof, unless the context otherwise requires, "distribution"
        shall
        mean the transfer of cash or property without consideration, whether by way
        of
        dividend or otherwise, payable other than in shares of Common Stock or other
        equity securities of the Company, or the purchase or redemption of shares
        of the
        Company (other than redemptions set forth in Section 8 below or repurchases
        of
        Common Stock held by employees or consultants of the Company upon termination
        of
        their employment or services pursuant to agreements providing for such
        repurchase or upon the cashless exercise of options held by employees or
        consultants) for cash or property.

      


      3.           
        ­Voting
        Rights.

      


      (a)           
        ­Class Voting
        Rights.  So long as any shares of the Series B Preferred Stock
        remain outstanding, the Company shall not, without the affirmative vote or
        consent of the holders of at least seventy-five percent (75%) of the shares
        of
        the Series B Preferred Stock outstanding at the time, given in person or
        by
        proxy, either in writing or at a meeting, in which the holders of the Series
        B
        Preferred Stock vote separately as a class: (i) authorize, create, issue
        or
        increase the authorized or issued amount of any class or series of stock,
        including but not limited to the issuance of any more shares of Preferred
        Stock,
        ranking pari passu or senior to the Series B Preferred Stock, with respect
        to
        the distribution of assets on liquidation, dissolution or winding up; (ii)
        amend, alter or repeal the provisions of the Series B Preferred Stock, whether
        by merger, consolidation or otherwise, so as to adversely affect any right,
        preference, privilege or voting power of the Series B Preferred Stock; provided, however,
        that any
        creation and issuance of another series of Junior Stock shall not be deemed
        to
        adversely affect such rights, preferences, privileges or voting powers; (iii)
        repurchase, redeem or pay dividends on, shares of Common Stock or any other
        shares of the Company's Junior Stock (other than de minimus repurchases from
        employees of the Company in certain circumstances, and any contractual
        redemption obligations existing as of the date hereof as disclosed in the
        Company’s public filings with the Securities and Exchange Commission); (iv)
        amend the Articles of Incorporation or By-Laws of the Company so as to affect
        materially and adversely any right, preference, privilege or voting power
        of the
        Series B Preferred Stock; provided, however,
        that any
        creation and issuance of another series of Junior Stock shall not be deemed
        to
        adversely affect such rights, preferences, privileges or voting powers; (v)
        effect any distribution with respect to Junior Stock other than as permitted
        hereby; (vi) reclassify the Company's outstanding securities; (vii) voluntarily
        file for bankruptcy, liquidate the Company’s assets or make an assignment for
        the benefit of the Company’s creditors; or (viii) materially change the nature
        of the Company’s business.

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      (b)           
        ­General
        Voting
        Rights.  Except with respect to transactions upon which the
        Series B Preferred Stock shall be entitled to vote separately as a class
        pursuant to Section 3(a) above and except as otherwise required by Nevada
        law,
        the Series B Preferred Stock shall have no voting rights.  The Common
        Stock into which the Series B Preferred Stock is convertible shall, upon
        issuance, have all of the same voting rights as other issued and outstanding
        Common Stock of the Company, and none of the rights of the Preferred
        Stock.

       

      4.           
        ­Liquidation
        Preference.

      


      (a)           
        In the event of the liquidation, dissolution or winding up of the affairs
        of the
        Company, whether voluntary or involuntary, the holders of shares of Series
        B
        Preferred Stock then outstanding shall be entitled to receive, out of the
        assets
        of the Company available for distribution to its stockholders, an amount
        equal
        to $1.40 per share (the "Liquidation Preference Amount") of the Series B
        Preferred Stock plus any accrued and unpaid dividends before any payment
        shall
        be made or any assets distributed to the holders of the Common Stock or any
        other Junior Stock. If the assets of the Company are not sufficient to pay
        in
        full the Liquidation Preference Amount plus any accrued and unpaid dividends
        payable to the holders of outstanding shares of the Series B Preferred Stock
        and
        any series of Preferred Stock or any other class of stock ranking pari passu,
        as
        to rights on liquidation, dissolution or winding up, with the Series B Preferred
        Stock, then all of said assets will be distributed among the holders of the
        Series B Preferred Stock and the other classes of stock ranking pari passu
        with
        the Series B Preferred Stock, if any, ratably in accordance with the respective
        amounts that would be payable on such shares if all amounts payable thereon
        were
        paid in full. The liquidation payment with respect to each outstanding
        fractional share of Series B Preferred Stock shall be equal to a ratably
        proportionate amount of the liquidation payment with respect to each outstanding
        share of Series B Preferred Stock. All payments for which this Section 4(a)
        provides shall be in cash, property (valued at its fair market value as
        determined by an independent appraiser reasonably acceptable to the holders
        of a
        majority of the Series B Preferred Stock) or a combination thereof; provided, however,
        that no cash
        shall be paid to holders of Junior Stock unless each holder of the outstanding
        shares of Series B Preferred Stock has been paid in cash the full Liquidation
        Preference Amount plus any accrued and unpaid dividends to which such holder
        is
        entitled as provided herein.  After payment of the full Liquidation
        Preference Amount plus any accrued and unpaid dividends to which each holder
        is
        entitled, such holders of shares of Series B Preferred Stock will not be
        entitled to any further participation as such in any distribution of the
        assets
        of the Company.

      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      (b)           
        A consolidation or merger of the Company with or into any other corporation
        or
        corporations, or a sale of all or substantially all of the assets of the
        Company, or the effectuation by the Company of a transaction or series of
        related transactions in which more than 50% of the voting shares of the Company
        is disposed of or conveyed, shall not be deemed to be a liquidation,
        dissolution, or winding up within the meaning of this Section 4. In the event
        of
        the merger or consolidation of the Company with or into another corporation,
        the
        Series B Preferred Stock shall maintain its relative powers, designations
        and
        preferences provided for herein and no merger shall result which is inconsistent
        therewith unless otherwise approved by at least seventy-five percent (75%)
        of
        the then outstanding shares of Series B Preferred Stock.

      


      (c)           
        Written notice of any voluntary or involuntary liquidation, dissolution or
        winding up of the affairs of the Company, stating a payment date and the
        place
        where the distributable amounts shall be payable, shall be given by mail,
        postage prepaid, no less than forty-five (45) days prior to the payment date
        stated therein, to the holders of record of the Series B Preferred Stock
        at
        their respective addresses as the same shall appear on the books of the
        Company.

      


      5.           
        ­Conversion.  The
        holder of Series B Preferred Stock shall have the following conversion rights
        (the "Conversion Rights"):

      


      (a)           
        ­Right to
        Convert.  At any time on or after the Issuance Date, the holder
        of any such shares of Series B Preferred Stock may, at such holder's option,
        subject to the limitations set forth in Section 7 herein, elect to convert
        (a
        "Conversion") all or any portion of the shares of Series B Preferred Stock
        held
        by such person into a number of fully paid and nonassessable shares of Common
        Stock equal to the quotient of (i) the Liquidation Preference Amount of the
        shares of Series B Preferred Stock being converted by (ii) the Conversion
        Price
        (as defined in Section 5(d) below) then in effect as of the date of the delivery
        by such holder of its notice of election to convert.  In the event of
        a notice of redemption of any shares of Series B Preferred Stock pursuant
        to
        Section 8 hereof, the Conversion Rights of the shares designated for redemption
        shall terminate at the close of business on the last full day preceding the
        date
        fixed for redemption, unless the redemption price is not paid on such redemption
        date, in which case the Conversion Rights for such shares shall continue
        until
        such price is paid in full.  In the event of a liquidation,
        dissolution or winding up of the Company, the Conversion Rights shall terminate
        at the close of business on the last full day preceding the date fixed for
        the
        payment of any such amounts distributable on such event to the holders of
        Series
        B Preferred Stock.  In the event of such a redemption or liquidation,
        dissolution or winding up, the Company shall provide to each holder of shares
        of
        Series B Preferred Stock notice of such redemption or liquidation, dissolution
        or winding up, which notice shall (i) be sent at least fifteen (15) days
        prior
        to the termination of the Conversion Rights (or, if the Company obtains lesser
        notice thereof, then as promptly as possible after the date that it has obtained
        notice thereof) and (ii) state the amount per share of Series B Preferred
        Stock
        that will be paid or distributed on such redemption or liquidation, dissolution
        or winding up, as the case may be.

      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      (b)           
        ­Mechanics of
        Conversion.  The Conversion of Series B Preferred Stock shall
        be conducted in the following manner:

      


      (i)           
        ­Holder's Delivery
        Requirements.  To convert Series B Preferred Stock into full
        shares of Common Stock on any date (the "Conversion Date"), the holder thereof
        shall (A) transmit by facsimile (or otherwise deliver), for receipt on or
        prior
        to 5:00 p.m., New York time on such date, a copy of a fully executed notice
        of
        conversion in the form attached hereto as Exhibit I (the
        "Conversion Notice"), to the Company at (310) 226-8553, Attention: Chief
        Executive Officer, and (B) surrender to a common carrier for delivery to
        the
        Company as soon as practicable following such Conversion Date the original
        certificates representing the shares of Series B Preferred Stock being converted
        (or an indemnification undertaking with respect to such shares in the case
        of
        their loss, theft or destruction) (the "Preferred Stock Certificates") and
        the
        originally executed Conversion Notice.

      


      (ii)           
        ­Company's
        Response.  Upon receipt by the Company of a facsimile copy of a
        Conversion Notice, the Company shall immediately send, via facsimile, a
        confirmation of receipt of such Conversion Notice to such
        holder.  Upon receipt by the Company of a copy of the fully executed
        Conversion Notice, the Company or its designated transfer agent (the "Transfer
        Agent"), as applicable, shall, within three (3) business days following the
        date
        of receipt by the Company of the fully executed Conversion Notice, issue
        and
        deliver to the Depository Trust Company (“DTC”) account on the Holder’s behalf
        via the Deposit Withdrawal Agent Commission System (“DWAC”) as specified in the
        Conversion Notice, or via physical certificate if so specified in the Conversion
        Notice, registered in the name of the holder or its designee, for the number
        of
        shares of Common Stock to which the holder shall be
        entitled.  Notwithstanding the foregoing to the contrary, the Company
        or its Transfer Agent shall only be obligated to issue and deliver the shares
        to
        the DTC on a holder’s behalf via DWAC if a registration statement providing for
        the resale of the shares of Common Stock issuable upon conversion of the
        Series
        B Preferred Stock is effective or such shares are otherwise eligible for
        legend
        removal, and if the Transfer Agent is a participant in the DWAC system. If
        the
        shares of Common Stock to be received pursuant to the Conversion Notice are
        not
        registered or otherwise eligible for legend removal, the Transfer Agent shall
        issue a physical certificate in the name of the holder representing such
        shares
        with a restrictive legend as set forth in the Series B Convertible Preferred
        Stock Purchase Agreement (the "Purchase Agreement") among the Company and
        the
        initial holders of the Series B Preferred Stock (including indemnification
        pursuant to Section 6 thereof) and a notation that such shares are deemed
        owned
        by the holder as of the Issuance Date for purposes of determining the holder’s
        holding period under Rule 144 of the Securities Act of 1933, as
        amended.  If the number of shares of Preferred Stock represented by
        the Preferred Stock Certificate(s) submitted for conversion is greater than
        the
        number of shares of Series B Preferred Stock being converted, then the Company
        shall, as soon as practicable and in no event later than three (3) business
        days
        after receipt of the Preferred Stock Certificate(s) and at the Company's
        expense, issue and deliver to the holder a new Preferred Stock Certificate
        representing the number of shares of Series B Preferred Stock not
        converted.

      


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      (iii)           
        ­Dispute
        Resolution.  In the case of a dispute as to the arithmetic
        calculation of the number of shares of Common Stock to be issued upon
        conversion, the Company shall cause its Transfer Agent to promptly issue
        to the
        holder the number of shares of Common Stock that is not disputed and shall
        submit the arithmetic calculations to the holder via facsimile as soon as
        possible, but in no event later than two (2) business days after receipt
        of such
        holder's Conversion Notice.  If such holder and the Company are unable
        to agree upon the arithmetic calculation of the number of shares of Common
        Stock
        to be issued upon such conversion within one (1) business day of such disputed
        arithmetic calculation being submitted to the holder, then the Company shall
        within one (1) business day submit via facsimile the disputed arithmetic
        calculation of the number of shares of Common Stock to be issued upon such
        conversion to the Company’s independent, outside accountant.  The
        Company shall cause the accountant to perform the calculations and notify
        the
        Company and the holder of the results no later than seventy-two (72) hours
        from
        the time it receives the disputed calculations.  Such accountant's
        calculation shall be binding upon all parties absent manifest
        error.  The reasonable expenses of such accountant in making such
        determination shall be paid by the Company, in the event the holder's
        calculation was correct, or by the holder, in the event the Company's
        calculation was correct, or equally by the Company and the holder in the
        event
        that neither the Company's or the holder's calculation was
        correct.  The period of time in which the Company is required to
        effect conversions or redemptions under this Certificate of Designation shall
        be
        tolled with respect to the subject conversion or redemption pending resolution
        of any dispute by the Company made in good faith and in accordance with this
        Section 5(b)(iii).

      


      (iv)           
        ­Record
        Holder.  The person or persons entitled to receive the shares
        of Common Stock issuable upon a conversion of the Series B Preferred Stock
        shall
        be treated for all purposes as the record holder or holders of such shares
        of
        Common Stock on the Conversion Date.

      


      (v)           
        ­Company's Failure
        to Timely Convert.  If within three (3) business days of the
        Company's receipt of an executed copy of the Conversion Notice (so long as
        the
        applicable Preferred Stock Certificates and original Conversion Notice are
        received by the Company on or before such third business day) (the "Delivery
        Date") the Transfer Agent shall fail to issue and deliver to a holder the
        number
        of shares of Common Stock to which such holder is entitled upon such holder's
        conversion of the Series B Preferred Stock or to issue a new Preferred Stock
        Certificate representing the number of shares of Series B Preferred Stock
        to
        which such holder is entitled pursuant to Section 5(b)(ii) (a "Conversion
        Failure"), in addition to all other available remedies which such holder
        may
        pursue hereunder and under the Purchase Agreement, the Company shall pay
        additional damages to such holder on each business day after such third (3rd)
        business day that such conversion is not timely effected in an amount equal
        to
        0.5% of the product of (A) the sum of the number of shares of Common Stock
        not
        issued to the holder on a timely basis pursuant to Section 5(b)(ii) and to
        which
        such holder is entitled and, in the event the Company has failed to deliver
        a
        Preferred Stock Certificate to the holder on a timely basis pursuant to Section
        5(b)(ii), the number of shares of Common Stock issuable upon conversion of
        the
        shares of Series B Preferred Stock represented by such Preferred Stock
        Certificate, as of the last possible date which the Company could have issued
        such Preferred Stock Certificate to such holder without violating Section
        5(b)(ii) and (B) the Closing Bid Price (as defined below) of the Common Stock
        on
        the last possible date which the Company could have issued such Common Stock
        and
        such Preferred Stock Certificate, as the case may be, to such holder without
        violating Section 5(b)(ii).  If the Company fails to pay the
        additional damages set forth in this Section 5(b)(v) within five (5) business
        days of the date incurred, then such payment shall bear interest at the rate
        of
        2.0% per month (pro rated for partial months) until such payments are
        made.  The term "Closing Bid Price" shall mean, for any security as of
        any date, the last closing bid price of such security on the OTC Bulletin
        Board
        or other quotation venue or principal exchange on which such security is
        traded
        as reported by Bloomberg, or, if no closing bid price is reported for such
        security by Bloomberg, the last closing trade price of such security as reported
        by Bloomberg, or, if no last closing trade price is reported for such security
        by Bloomberg, the average of the bid prices of any market makers for such
        security as reported by Pink Sheets LLC.  If the Closing Bid Price
        cannot be calculated for such security on such date on any of the foregoing
        bases, the Closing Bid Price of such security on such date shall be the fair
        market value as mutually determined by the Company and the holders of a majority
        of the outstanding shares of Series B Preferred Stock.

      


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      (vi)           
        Buy-In
        Rights.  In addition to any other rights available to the
        holders of Series B Preferred Stock, if the Company fails to cause its Transfer
        Agent to transmit to the holder a certificate or certificates representing
        the
        shares of Common Stock issuable upon conversion of the Series B Preferred
        Stock
        on or before the Delivery Date, and if after such date the holder is required
        by
        its broker to purchase (in an open market transaction or otherwise) shares
        of
        Common Stock to deliver in satisfaction of a sale by the holder of the shares
        of
        Common Stock issuable upon conversion of Series B Preferred Stock which the
        holder anticipated receiving upon such conversion (a “Buy-In”), then the Company
        shall (1) pay in cash to the holder the amount by which (x) the holder’s total
        purchase price (including brokerage commissions, if any) for the shares of
        Common Stock so purchased exceeds (y) the amount obtained by multiplying
        (A) the
        number of shares of Common Stock issuable upon conversion of Series B Preferred
        Stock that the Company was required to deliver to the holder in connection
        with
        the conversion at issue times (B) the price at which the sell order giving
        rise
        to such purchase obligation was executed, and (2) at the option of the holder,
        either reinstate the shares of Series B Preferred Stock and equivalent number
        of
        shares of Common Stock for which such conversion was not honored or deliver
        to
        the holder the number of shares of Common Stock that would have been issued
        had
        the Company timely complied with its conversion and delivery obligations
        hereunder.  For example, if the holder purchases Common Stock having a
        total purchase price of $11,000 to cover a Buy-In with respect to an attempted
        conversion of shares of Common Stock with an aggregate sale price giving
        rise to
        such purchase obligation of $10,000, under clause (1) of the immediately
        preceding sentence the Company shall be required to pay to the holder $1,000.
        The holder shall provide the Company written notice indicating the amounts
        payable to the holder in respect of the Buy-In, together with applicable
        confirmations and other evidence reasonably requested by the
        Company.  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 Company’s failure to timely deliver certificates representing
        shares of Common Stock upon conversion of the Series B Preferred Stock as
        required pursuant to the terms hereof.

       

      (c)           
        Intentionally
        omitted.

      


      (d)           
        ­Conversion
        Price.

      


      (i)           
        The term "Conversion Price" shall mean $0.70, subject to adjustment under
        Section 5(e) hereof. Notwithstanding any adjustment hereunder, at no time
        shall
        the Conversion Price be greater than $0.70 per share except if it is adjusted
        pursuant to Section 5(e)(i).

      


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      (ii)           
        Notwithstanding the foregoing to the contrary, if during any period (a "Black-out Period"), a
        holder of Series B Preferred Stock is unable to trade any Common Stock issued
        or
        issuable upon conversion of the Series B Preferred Stock immediately due
        to the
        postponement of filing or delay or suspension of effectiveness of the
        Registration Statement or because the Company has otherwise informed such
        holder
        of Series B Preferred Stock that an existing prospectus cannot be used at
        that
        time in the sale or transfer of such Common Stock (provided that such
        postponement, delay, suspension or fact that the prospectus cannot be used
        is
        not due to factors solely within the control of the holder of Series B Preferred
        Stock or due to the Company exercising its rights under Section 3(n) of the
        Registration Rights Agreement (as defined in the Purchase Agreement)), such
        holder of Series B Preferred Stock shall have the option but not the obligation
        on any Conversion Date within ten (10) trading days following the expiration
        of
        the Black-out Period of using the Conversion Price applicable on such Conversion
        Date or any Conversion Price selected by such holder of Series B Preferred
        Stock
        that would have been applicable had such Conversion Date been at any earlier
        time during the Black-out Period or within the ten (10) trading days
        thereafter.

      


      (e)           
        ­Adjustments of
        Conversion Price.

      


      (i)           
        ­Adjustments for
        Stock Splits and Combinations.  If the Company shall at any
        time or from time to time after the Issuance Date, effect a stock split of
        the
        outstanding Common Stock, the Conversion Price shall be proportionately
        decreased.  If the Company shall at any time or from time to time
        after the Issuance Date, combine the outstanding shares of Common Stock,
        the
        Conversion Price shall be proportionately increased.  Any adjustments
        under this Section 5(e)(i) shall be effective at the close of business on
        the
        date the stock split or combination becomes effective.

      


      (ii)           
        ­Adjustments for
        Certain Dividends and Distributions.  If the Company shall at
        any time or from time to time after the Issuance Date, make or issue or set
        a
        record date for the determination of holders of Common Stock entitled to
        receive
        a dividend or other distribution payable in shares of Common Stock, then,
        and in
        each event, the Conversion Price shall be decreased as of the time of such
        issuance or, in the event such record date shall have been fixed, as of the
        close of business on such record date, by multiplying the Conversion Price
        then
        in effect by a fraction:

      


      (1)           
        the numerator of which shall be the total number of shares of Common Stock
        issued and outstanding immediately prior to the time of such issuance or
        the
        close of business on such record date; and

      


      (2)           
        the denominator of which shall be the total number of shares of Common Stock
        issued and outstanding immediately prior to the time of such issuance or
        the
        close of business on such record date plus the number of shares of Common
        Stock
        issuable in payment of such dividend or distribution.

      


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      (iii)           
        ­Adjustment for
        Other Dividends and Distributions.  If the Company shall at any
        time or from time to time after the Issuance Date, make or issue or set a
        record
        date for the determination of holders of Common Stock entitled to receive
        a
        dividend or other distribution payable in securities of the Company other
        than
        shares of Common Stock, then, and in each event, an appropriate revision
        to the
        applicable Conversion Price shall be made and provision shall be made (by
        adjustments of the Conversion Price or otherwise) so that the holders of
        Series
        B Preferred Stock shall receive upon conversions thereof, in addition to
        the
        number of shares of Common Stock receivable thereon, the number 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 and had thereafter,
        during the period from the date of such event to and including the Conversion
        Date, retained such securities (together with any distributions payable thereon
        during such period), giving application to all adjustments called for during
        such period under this Section 5(e)(iii) with respect to the rights of the
        holders of the Series B Preferred Stock; provided, however,
        that if such
        record date shall have been fixed and such dividend is not fully paid or
        if such
        distribution is not fully made on the date fixed therefor, the Conversion
        Price
        shall be adjusted pursuant to this paragraph as of the time of actual payment
        of
        such dividends or distributions; and providedfurther,
        however,
        that no such adjustment shall be made if the holders of Series B Preferred
        Stock
        simultaneously receive (i) a dividend or other distribution of shares of
        Common Stock in a number equal to the number of shares of Common Stock as
        they
        would have received if all outstanding shares of Series B Preferred Stock
        had
        been converted into Common Stock on the date of such event or (ii) a
        dividend or other distribution of shares of Series B Preferred Stock which
        are
        convertible, as of the date of such event, into such number of shares of
        Common
        Stock as is equal to the number of additional shares of Common Stock being
        issued with respect to each share of Common Stock in such dividend or
        distribution.

      


      (iv)           
        ­Adjustments for
        Reclassification, Exchange or Substitution.  If the Common
        Stock issuable upon conversion of the Series B Preferred Stock at any time
        or
        from time to time after the Issuance Date shall be changed to the same or
        different number of shares of any class or classes of stock, whether by
        reclassification, exchange, substitution or otherwise (other than by way
        of a
        stock split or combination of shares or stock dividends provided for in Sections
        5(e)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale
        of
        assets provided for in Section 5(e)(v)), then, and in each event, an appropriate
        revision to the Conversion Price shall be made and provisions shall be made
        (by
        adjustments of the Conversion Price or otherwise) so that the holder of each
        share of Series B Preferred Stock shall have the right thereafter to convert
        such share of Series B Preferred Stock into the kind and amount of shares
        of
        stock and other securities receivable upon reclassification, exchange,
        substitution or other change, by holders of the number of shares of Common
        Stock
        into which such share of Series B Preferred Stock might have been converted
        immediately prior to such reclassification, exchange, substitution or other
        change, all subject to further adjustment as provided herein.

      


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      (v)           
        ­Adjustments for
        Reorganization, Merger, Consolidation or Sales ofAssets.  If
        at any time or from time to time after the Issuance Date there shall be a
        capital reorganization of the Company (other than by way of a stock split
        or
        combination of shares or stock dividends or distributions provided for in
        Section 5(e)(i), (ii) and (iii), or a reclassification, exchange or substitution
        of shares provided for in Section 5(e)(iv)), or a merger or consolidation
        of the
        Company with or into another corporation where the holders of outstanding
        voting
        securities prior to such merger or consolidation do not own over 50% of the
        outstanding voting securities of the merged or consolidated entity, immediately
        after such merger or consolidation, or the sale of all or substantially all
        of
        the Company's properties or assets to any other person (an "Organic Change"),
        then as a part of such Organic Change an appropriate revision to the Conversion
        Price shall be made if necessary and provision shall be made if necessary
        (by
        adjustments of the Conversion Price or otherwise) so that the holder of each
        share of Series B Preferred Stock shall have the right thereafter to convert
        such share of Series B Preferred Stock into the kind and amount of shares
        of
        stock and other securities or property of the Company or any successor
        corporation resulting from Organic Change.  In any such case,
        appropriate adjustment shall be made in the application of the provisions
        of
        this Section 5(e)(v) with respect to the rights of the holders of the Series
        B
        Preferred Stock after the Organic Change to the end that the provisions of
        this
        Section 5(e)(v) (including any adjustment in the Conversion Price then in
        effect
        and the number of shares of stock or other securities deliverable upon
        conversion of the Series B Preferred Stock) shall be applied after that event
        in
        as nearly an equivalent manner as may be practicable.

      


      (vi)           
        Adjustments for
        Issuance of Additional Shares of Common Stock.

      


      (A)           
        In the event the Company, shall, at any time, from time to time, issue or
        sell
        any additional shares of Common Stock (otherwise than as provided in the
        foregoing subsections (i) through (v) of this Section 5(e) or pursuant to
        Common
        Stock Equivalents (hereafter defined) granted or issued prior to the Issuance
        Date) (the "Additional Shares of Common Stock"), at a price per share less
        than
        the Conversion Price, or without consideration, the Conversion Price then
        in
        effect upon each such issuance shall be adjusted to that price (rounded to
        the
        nearest cent) determined by multiplying the Conversion Price by a
        fraction:

      


      (1)           
        the numerator of which shall be equal to the sum of (A) the number of shares
        of
        Common Stock outstanding immediately prior to the issuance of such Additional
        Shares of Common Stock plus (B) the
        number
        of shares of Common Stock (rounded to the nearest whole share) which the
        aggregate consideration for the total number of such Additional Shares of
        Common
        Stock so issued would purchase at a price per share equal to the then Conversion
        Price, and

      


      (2)           
        the denominator of which shall be equal to the number of shares of Common
        Stock
        outstanding immediately after the issuance of such Additional Shares of Common
        Stock.

      


      No
        adjustment of the number of shares of Common Stock shall be made under paragraph
        (A) of Section 5(e)(vi) upon the issuance of any Additional Shares of Common
        Stock which are issued pursuant to the exercise of any warrants or other
        subscription or purchase rights or pursuant to the exercise of any conversion
        or
        exchange rights in any Common Stock Equivalents (as defined below), if any
        such
        adjustment shall previously have been made upon the issuance of such warrants
        or
        other rights or upon the issuance of such Common Stock Equivalents (or upon
        the
        issuance of any warrant or other rights therefore) pursuant to Section
        5(e)(vii).

      


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      (vii)           
        Issuance of Common
        Stock Equivalents. The provisions of this Section 5(e)(vii) shall apply
        if (a) the Company, at any time after the Issuance Date, shall issue any
        securities convertible into or exchangeable for, directly or indirectly,
        Common
        Stock ("Convertible Securities"), other than the Series B Preferred Stock,
        or
        (b) any rights or warrants or options to purchase any such Common Stock or
        Convertible Securities (collectively, the "Common Stock Equivalents") shall
        be
        issued or sold.  If the price per share for which Additional Shares of
        Common Stock may be issuable pursuant to any such Common Stock Equivalent
        shall
        be less than the applicable Conversion Price then in effect, or if, after
        any
        such issuance of Common Stock Equivalents, the price per share for which
        Additional Shares of Common Stock may be issuable thereafter is amended or
        adjusted, and such price as so amended shall be less than the applicable
        Conversion Price in effect at the time of such amendment or adjustment, then
        the
        applicable Conversion Price upon each such issuance or amendment shall be
        adjusted as provided in the first sentence of subsection (vi) of this Section
        5(e).  No adjustment shall be made to the Conversion Price upon the
        issuance of Common Stock pursuant to the exercise, conversion or exchange
        of any
        Convertible Security or Common Stock Equivalent where an adjustment to the
        Conversion Price was made as a result of the issuance or purchase of any
        Convertible Security or Common Stock Equivalent.

      


      (viii)                      
        ­Consideration
        for
        Stock.  In case any shares of Common Stock or Convertible
        Securities other than the Series B Preferred Stock, or any rights or warrants
        or
        options to purchase any such Common Stock or Convertible Securities, shall
        be
        issued or sold:

      


      (1)           
        in connection with any merger or consolidation in which the Company is the
        surviving corporation (other than any consolidation or merger in which the
        previously outstanding shares of Common Stock of the Company shall be changed
        to
        or exchanged for the stock or other securities of another corporation), the
        amount of consideration therefore shall be, deemed to be the fair value,
        as
        determined reasonably and in good faith by the Board of Directors of the
        Company, of such portion of the assets and business of the nonsurviving
        corporation as such Board may determine to be attributable to such shares
        of
        Common Stock, Convertible Securities, rights or warrants or options, as the
        case
        may be; or

      


      (2)           
        in the event of any consolidation or merger of the Company in which the Company
        is not the surviving corporation or in which the previously outstanding shares
        of Common Stock of the Company shall be changed into or exchanged for the
        stock
        or other securities of another corporation, or in the event of any sale of
        all
        or substantially all of the assets of the Company for stock or other securities
        of any corporation, the Company shall be deemed to have issued a number of
        shares of its Common Stock for stock or securities or other property of the
        other corporation computed on the basis of the actual exchange ratio on which
        the transaction was predicated, and for a consideration equal to the fair
        market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. If any such calculation results in adjustment
        of the applicable Conversion Price, or the number of shares of Common Stock
        issuable upon conversion of the Series B Preferred Stock, the determination
        of
        the applicable Conversion Price or the number of shares of Common Stock issuable
        upon conversion of the Series B Preferred Stock immediately prior to such
        merger, consolidation or sale, shall be made after giving effect to such
        adjustment of the number of shares of Common Stock issuable upon conversion
        of
        the Series B Preferred Stock. In the event any consideration received by
        the
        Company for any securities consists of property other than cash, the fair
        market
        value thereof at the time of issuance or as otherwise applicable shall be
        as
        determined in good faith by the Board of Directors of the Company. In the
        event
        Common Stock is issued with other shares or securities or other assets of
        the
        Company for consideration which covers both, the consideration computed as
        provided in this Section (5)(e)(viii) shall be allocated among such securities
        and assets as determined in good faith by the Board of Directors of the
        Company.

      


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      (ix)           
        ­Record
        Date.  In case the Company shall take record of the holders of
        its Common Stock or any other Preferred Stock for the purpose of entitling
        them
        to subscribe for or purchase Common Stock or Convertible Securities, then
        the
        date of the issue or sale of the shares of Common Stock shall be deemed to
        be
        such record date.

      


      (x)           
        Certain Issues
        Excepted.  Anything herein to the contrary notwithstanding, the
        Company shall not be required to make any adjustment to the Conversion Price
        upon (i) securities issued (other than for cash) in connection with a merger,
        acquisition, or consolidation, (ii) securities issued pursuant to the conversion
        or exercise of convertible or exercisable securities issued or outstanding
        on or
        prior to the date of the Purchase Agreement or issued pursuant to the Purchase
        Agreement (so long as the conversion or exercise price in such securities
        are
        not amended to lower such price and/or adversely affect the holders), (iii)
        securities issued in connection with bona fide strategic license agreements
        or
        other partnering arrangements so long as such issuances are not for the purpose
        of raising capital, (iv) Common Stock issued or the issuance or grants of
        options to purchase Common Stock pursuant to the Issuer’s stock option plans and
        employee stock purchase plans outstanding as they exist on the date of the
        Purchase Agreement, and (v) any warrants issued to the placement agent and
        its
        designees for the transactions contemplated by the Purchase
        Agreement.

      


      (f)           
        ­No
        Impairment.  The Company shall not, by amendment of its
        Articles of Incorporation or through any reorganization, transfer of assets,
        consolidation, merger, dissolution, issue or sale of securities or any other
        voluntary action, avoid or seek to avoid the observance or performance of
        any of
        the terms to be observed or performed hereunder by the Company, but will
        at all
        times in good faith assist in the carrying out of all the provisions of this
        Section 5 and in the taking of all such action as may be necessary or
        appropriate in order to protect the Conversion Rights of the holders of the
        Series B Preferred Stock against impairment.  In the event a holder
        shall elect to convert any shares of Series B Preferred Stock as provided
        herein, the Company cannot 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, unless (i) an order from the Securities and Exchange
        Commission prohibiting such conversion or (ii) an injunction from a court,
        on
        notice, restraining and/or adjoining conversion of all or of said shares
        of
        Series B Preferred Stock shall have been issued and the Company posts a surety
        bond for the benefit of such holder in an amount equal to 120% of the
        Liquidation Preference Amount of the Series B Preferred Stock such holder
        has
        elected to convert, which bond shall remain in effect until the completion
        of
        arbitration/litigation of the dispute and the proceeds of which shall be
        payable
        to such holder in the event it obtains judgment.

      


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      (g)           
        ­Certificates as
        to Adjustments.  Upon occurrence of each adjustment or
        readjustment of the Conversion Price or number of shares of Common Stock
        issuable upon conversion of the Series B Preferred Stock pursuant to this
        Section 5, the Company at its expense shall promptly compute such adjustment
        or
        readjustment in accordance with the terms hereof and furnish to each holder
        of
        such Series B Preferred Stock a certificate setting forth such adjustment
        and
        readjustment, showing in detail the facts upon which such adjustment or
        readjustment is based.  The Company shall, upon written request of the
        holder of such affected Series B Preferred Stock, at any time, furnish or
        cause
        to be furnished to such holder a like certificate setting forth such adjustments
        and readjustments, the Conversion Price in effect at the time, and the number
        of
        shares of Common Stock and the amount, if any, of other securities or property
        which at the time would be received upon the conversion of a share of such
        Series B Preferred Stock.  Notwithstanding the foregoing, the Company
        shall not be obligated to deliver a certificate unless such certificate would
        reflect an increase or decrease of at least one percent of such adjusted
        amount.

      


      (h)           
        ­Issue
        Taxes.  The Company shall pay any and all issue and other
        taxes, excluding federal, state or local income taxes, that may be payable
        in
        respect of any issue or delivery of shares of Common Stock on conversion
        of
        shares of Series B Preferred Stock pursuant hereto; provided, however,
        that the
        Company shall not be obligated to pay any transfer taxes resulting from any
        transfer requested by any holder in connection with any such
        conversion.

      


      (i)           
        ­Notices.  All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given if delivered personally or by facsimile or three (3) business
        days
        following being mailed by certified or registered mail, postage prepaid,
        return-receipt requested, addressed to the holder of record at its address
        appearing on the books of the Company.  The Company will give written
        notice to each holder of Series B Preferred Stock at least twenty (20) days
        prior to the date on which the Company closes its books or takes a record
        (I)
        with respect to any dividend or distribution upon the Common Stock, (II)
        with
        respect to any pro rata subscription offer to holders of Common Stock or
        (III)
        for determining rights to vote with respect to any Organic Change, dissolution,
        liquidation or winding-up and in no event shall such notice be provided to
        such
        holder prior to such information being made known to the public.  The
        Company will also give written notice to each holder of Series B Preferred
        Stock
        at least twenty (20) days prior to the date on which any Organic Change,
        dissolution, liquidation or winding-up will take place and in no event shall
        such notice be provided to such holder prior to such information being made
        known to the public.

      


      (j)           
        ­Fractional
        Shares.  No fractional shares of Common Stock shall be issued
        upon conversion of the Series B Preferred Stock.  In lieu of any
        fractional shares to which the holder would otherwise be entitled, the Company
        shall round the number of shares to be issued upon conversion up to the nearest
        whole number of shares.

      


      (k)           
        ­Reservation of
        Common Stock.  The Company shall take all action necessary to
        at all times have authorized, and reserved for the purpose of issuance, free
        of
        preemptive rights and other similar contractual rights of stockholders, a
        number
        of shares of Common Stock equal to one hundred fifty percent (150%) of the
        number of shares of Common Stock as shall from time to time be sufficient
        to
        effect the conversion of all of the shares of Series B Preferred Stock then
        outstanding.  The initial number of shares of Common Stock reserved
        for conversions of the Series B Preferred Stock and any increase in the number
        of shares so reserved shall be allocated pro rata among the holders of the
        Series B Preferred Stock based on the number of shares of Series B Preferred
        Stock held by each holder of record at the time of issuance of the Series
        B
        Preferred Stock or increase in the number of reserved shares, as the case
        may
        be.  In the event a holder shall sell or otherwise transfer any of
        such holder's shares of Series B Preferred Stock, each transferee shall be
        allocated a pro rata portion of the number of reserved shares of Common Stock
        reserved for such transferor.

      


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

      (l)           
        ­Retirement of
        Series B Preferred Stock.  Conversion of Series B Preferred
        Stock shall be deemed to have been effected on the Conversion
        Date.  Upon conversion of only a portion of the number of shares of
        Series B Preferred Stock represented by a certificate surrendered for
        conversion, the Company shall issue and deliver to such holder at the expense
        of
        the Company, a new certificate covering the number of shares of Series B
        Preferred Stock representing the unconverted portion of the certificate so
        surrendered as required by Section 5(b)(ii).

      


      (m)           
        ­Regulatory
        Compliance.  If any shares of Common Stock to be reserved for
        the purpose of conversion of Series B Preferred Stock require registration
        or
        listing with or approval of any governmental authority, stock exchange or
        other
        regulatory body under any federal or state law or regulation or otherwise
        before
        such shares may be validly issued or delivered upon conversion, the Company
        shall, at its sole cost and expense, in good faith and as expeditiously as
        possible, endeavor to secure such registration, listing or approval, as the
        case
        may be.

      


      6.           
        ­No Preemptive
        Rights.  Except as provided in Section 5 hereof and in the
        Purchase Agreement, no holder of the Series B Preferred Stock shall be entitled
        to rights to subscribe for, purchase or receive any part of any new or
        additional shares of any class, whether now or hereinafter authorized, or
        of
        bonds or debentures, or other evidences of indebtedness convertible into
        or
        exchangeable for shares of any class, but all such new or additional shares
        of
        any class, or any bond, debentures or other evidences of indebtedness
        convertible into or exchangeable for shares, may be issued and disposed of
        by
        the Board of Directors on such terms and for such consideration (to the extent
        permitted by law), and to such person or persons as the Board of Directors
        in
        their absolute discretion may deem advisable.

      


      7.           
        ­Conversion
        Restriction.  Notwithstanding anything to the contrary set
        forth in Section 5 of this Certificate of Designation, at no time may a holder
        of shares of Series B Preferred Stock convert shares of the Series B Preferred
        Stock if the number of shares of Common Stock to be issued pursuant to such
        conversion would cause the number of shares of Common Stock owned by such
        holder
        and its affiliates at such time to exceed, when aggregated with all other
        shares
        of Common Stock owned by such holder and its affiliates at such time, the
        number
        of shares of Common Stock which would result in such holder and its affiliates
        beneficially owning (as determined in accordance with Section 13(d) of the
        Securities Exchange Act of 1934, as amended, and the rules thereunder) in
        excess
        of 9.99% of the then issued and outstanding shares of Common Stock outstanding
        at such time; provided, however,
        that upon a
        holder of Series B Preferred Stock providing the Company with sixty-one (61)
        days notice (pursuant to Section 5(i) hereof) (the "Waiver Notice") that
        such
        holder would like to waive Section 7 of this Certificate of Designation with
        regard to any or all shares of Common Stock issuable upon conversion of Series
        B
        Preferred Stock, this Section 7 shall be of no force or effect with regard
        to
        those shares of Series B Preferred Stock referenced in the Waiver
        Notice.

      


      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

      8.           
        ­Redemption.

      


      (a)           
        ­Redemption Option
        Upon Major Transaction.  In addition to all other rights of the
        holders of Series B Preferred Stock contained herein, simultaneous with the
        occurrence of a Major Transaction (as defined below), each holder of Series
        B
        Preferred Stock shall have the right, at such holder's option, to require
        the
        Company to redeem all or a portion of such holder's shares of Series B Preferred
        Stock at a price per share of Series B Preferred Stock equal to one hundred
        percent (100%) of the Liquidation Preference Amount, plus any accrued but
        unpaid
        dividends and liquidated damages (the "Major Transaction Redemption Price");
        provided that the Company shall have the sole option to pay the Major
        Transaction Redemption Price in cash or shares of Common Stock.  If
        the Company elects to pay the Major Transaction Redemption Price in shares
        of
        Common Stock, the price per share shall be based upon the Conversion Price then in effect on
        the
        day preceding the date of delivery of the Notice of Redemption at Option
        of
        Buyer Upon Major Transaction (as hereafter defined) and the holder of such
        shares of Common Stock shall have demand registration rights with respect
        to
        such shares.

      


      (b)           
        ­ Redemption
        Option Upon Triggering Event.  In addition to all other rights
        of the holders of Series B Preferred Stock contained herein, after a Triggering
        Event (as defined below), each holder of Series B Preferred Stock shall have
        the
        right, at such holder's option, to require the Company to redeem all or a
        portion of such holder's shares of Series B Preferred Stock at a price per
        share
        of Series B Preferred Stock equal to one hundred twenty percent (120%) of
        the
        Liquidation Preference Amount, plus any accrued but unpaid dividends and
        liquidated damages the "Triggering Event Redemption Price" and, collectively
        with the "Major Transaction Redemption Price," the "Redemption Price"); provided
        that with respect to the Triggering Events described in clauses (i), (ii),
        (iii)
        and (vii) of Section 8(d), the Company shall have the sole option to pay
        the
        Triggering Event Redemption Price in cash or shares of Common Stock; and
        provided, further, that with respect to the Triggering Event described in
        clauses (iv), (v), (vi) and (viii) of Section 8(d), the Company shall pay
        the
        Triggering Event Redemption Price in cash.  If the Company elects to
        pay the Triggering Event Redemption Price in shares of Common Stock in
        accordance with this Section 8(b), the price per share shall be based upon
        the
        Conversion Price then in effect on
        the
        day preceding the date of delivery of the Notice of Redemption at Option
        of
        Buyer Upon Triggering Event and the holder of such shares of Common Stock
        shall
        have demand registration rights with respect to such shares.

      


      (c)           
        "Major
        Transaction".  A "Major Transaction" shall be deemed to have
        occurred at such time as any of the following events:

      


      (i)           
        the consolidation, merger or other business combination of the Company with
        or
        into another Person (other than (A) pursuant to a migratory merger effected
        solely for the purpose of changing the jurisdiction of incorporation of the
        Company or (B) a consolidation, merger or other business combination in which
        holders of the Company's voting power immediately prior to the transaction
        continue after the transaction to hold, directly or indirectly, the voting
        power
        of the surviving entity or entities necessary to elect a majority of the
        members
        of the board of directors (or their equivalent if other than a corporation)
        of
        such entity or entities).

      


      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

      (ii)           
        the sale or transfer of more than 50% of the Company's assets other than
        inventory in the ordinary course of business in one or a related series of
        transactions; or

      


      (iii)           
        closing of a purchase, tender or exchange offer made to the holders of more
        than
        fifty percent (50%) of the outstanding shares of Common Stock in which more
        than
        fifty percent (50%) of the outstanding shares of Common Stock were tendered
        and
        accepted.

      


      (d)           
        ­"Triggering
        Event".  A "Triggering Event" shall be deemed to have occurred
        at such time as any of the following events:

      


      (i)           
        so long as any shares of Series B Preferred Stock are outstanding, the
        effectiveness of the Registration Statement, after it becomes effective,
        (i)
        lapses for any reason (including, without limitation, the issuance of a stop
        order) and such lapse continues for a period of twenty (20) consecutive trading
        days, or (ii) is unavailable to the holder of the Series B Preferred Stock
        for
        sale of the shares of Common Stock, and such lapse or unavailability continues
        for a period of twenty (20) consecutive trading days, and the shares of Common
        Stock into which such holder's Series B Preferred Stock can be converted
        cannot
        be sold in the public securities market pursuant to Rule 144(k) (“Rule 144(k)”)
        under the Securities Act of 1933, as amended, provided that the
        cause of such lapse or unavailability is not due to factors solely within
        the
        control of such holder of Series B Preferred Stock.

      


      (ii)           
        the suspension from listing or trading, without subsequent listing on any
        one
        of, or the failure of the Common Stock to be listed or traded on at least
        one
        of, the OTC Bulletin Board, the Nasdaq National Market, the Nasdaq Global
        Market, the New York Stock Exchange, Inc. or the American Stock Exchange,
        Inc.,
        for a period of five (5) consecutive trading days;

      


      (iii)           
        the Company's notice to any holder of Series B Preferred Stock, including
        by way
        of public announcement, at any time, of its inability to comply (including
        for
        any of the reasons described in Section 9) or its intention not to comply
        with
        proper requests for conversion of any Series B Preferred Stock into shares
        of
        Common Stock; or

      


      (iv)           
        the Company's failure to comply with a Conversion Notice tendered in accordance
        with the provisions of this Certificate of Designation within ten (10) business
        days after the receipt by the Company of the Conversion Notice and the Preferred
        Stock Certificates; or

       

      (v)           
        the Company deregisters its shares of Common Stock and as a result such shares
        of Common Stock are no longer publicly traded; or

      


      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

      (vi)           
        the Company consummates a “going private” transaction and as a result the Common
        Stock is no longer registered under Sections 12(b) or 12(g) of the Securities
        Exchange Act of 1934, as amended; or

      


      (vii)           
        the Company breaches any representation, warranty, covenant or other term
        or
        condition of the Purchase Agreement, this Certificate of Designation or any
        other agreement, document, certificate or other instrument delivered in
        connection with the transactions contemplated thereby or hereby, except to
        the
        extent that such breach would not have a Material Adverse Effect (as defined
        in
        the Purchase Agreement) and except, in the case of a breach of a covenant
        which
        is curable, only if such breach continues for a period of a least ten (10)
        business days; or

      


      (viii)                      
        the Share Increase (as defined in the Purchase Agreement) has not been effected
        within ninety (90) days following the Issuance Date.

      


      (e)           
        Mechanics of
        Redemption at Option of Buyer Upon Major Transaction.  No
        sooner than thirty (30) days nor later than ten (10) days prior to the
        consummation of a Major Transaction, but not prior to the public announcement
        of
        such Major Transaction, the Company shall deliver written notice thereof
        via
        facsimile and overnight courier ("Notice of Major Transaction") to each holder
        of Series B Preferred Stock.  At any time after receipt of a Notice of
        Major Transaction (or, in the event a Notice of Major Transaction is not
        delivered at least ten (10) days prior to a Major Transaction, at any time
        within ten (10) days prior to a Major Transaction), any holder of Series
        B
        Preferred Stock then outstanding may require the Company to redeem, effective
        immediately prior to the consummation of such Major Transaction, all of the
        holder's Series B Preferred Stock then outstanding by delivering written
        notice
        thereof via facsimile and overnight courier ("Notice of Redemption at Option
        of
        Buyer Upon Major Transaction") to the Company, which Notice of Redemption
        at
        Option of Buyer Upon Major Transaction shall indicate (i) the number of shares
        of Series B Preferred Stock that such holder is electing to redeem and (ii)
        the
        applicable Major Transaction Redemption Price, as calculated pursuant to
        Section
        8(a) above.

      


      (f)           
        ­­Mechanics of
        Redemption at Option of Buyer Upon Triggering Event.  Within
        one (1) business day after the Company obtains knowledge of the occurrence
        of a
        Triggering Event, the Company shall deliver written notice thereof via facsimile
        and overnight courier ("Notice of Triggering Event") to each holder of Series
        B
        Preferred Stock.  At any time after the earlier of a holder's receipt
        of a Notice of Triggering Event and such holder becoming aware of a Triggering
        Event, any holder of Series B Preferred Stock then outstanding may require
        the
        Company to redeem all of the Series B Preferred Stock by delivering written
        notice thereof via facsimile and overnight courier ("Notice of Redemption
        at
        Option of Buyer Upon Triggering Event") to the Company, which Notice of
        Redemption at Option of Buyer Upon Triggering Event shall indicate (i) the
        number of shares of Series B Preferred Stock that such holder is electing
        to
        redeem and (ii) the applicable Triggering Event Redemption Price, as calculated
        pursuant to Section 8(b) above.

      


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

      (g)           
        Payment of Redemption
        Price.  Upon the Company's receipt of a Notice(s) of Redemption
        at Option of Buyer Upon Triggering Event or a Notice(s) of Redemption at
        Option
        of Buyer Upon Major Transaction from any holder of Series B Preferred Stock,
        the
        Company shall immediately notify such holder of Series B Preferred Stock
        by
        facsimile of the Company's receipt of such Notice(s) of Redemption at Option
        of
        Buyer Upon Triggering Event or Notice(s) of Redemption at Option of Buyer
        Upon
        Major Transaction and each holder which has sent such a notice shall promptly
        submit to the Company such holder's Preferred Stock Certificates which such
        holder has elected to have redeemed.  Other than with respect to the
        Triggering Event described in clause (iv) of Section 8(d), the Company shall
        have the sole option to pay the Redemption Price in cash or shares of Common
        Stock in accordance with Sections 8(a) and (b) and Section 9 of this Certificate
        of Designation.  The Company shall deliver the applicable Major
        Transaction Redemption Price immediately prior to the consummation of the
        Major
        Transaction; provided that a
        holder's Preferred Stock Certificates shall have been so delivered to the
        Company; providedfurther
        that if the
        Company is unable to redeem all of the Series B Preferred Stock to be redeemed,
        the Company shall redeem an amount from each holder of Series B Preferred
        Stock
        being redeemed equal to such holder's pro-rata amount (based on the number
        of
        shares of Series B Preferred Stock held by such holder relative to the number
        of
        shares of Series B Preferred Stock outstanding) of all Series B Preferred
        Stock
        being redeemed.  If the Company shall fail to redeem all of the Series
        B Preferred Stock submitted for redemption (other than pursuant to a dispute
        as
        to the arithmetic calculation of the Redemption Price), in addition to any
        remedy such holder of Series B Preferred Stock may have under this Certificate
        of Designation and the Purchase Agreement, the applicable Redemption Price
        payable in respect of such unredeemed Series B Preferred Stock shall bear
        interest at the rate of 1.0% per month (prorated for partial months) until
        paid
        in full.  Until the Company pays such unpaid applicable Redemption
        Price in full to a holder of shares of Series B Preferred Stock submitted
        for
        redemption, such holder shall have the option (the "Void Optional Redemption
        Option") to, in lieu of redemption, require the Company to promptly return
        to
        such holder(s) all of the shares of Series B Preferred Stock that were submitted
        for redemption by such holder(s) under this Section 8 and for which the
        applicable Redemption Price has not been paid, by sending written notice
        thereof
        to the Company via facsimile (the "Void Optional Redemption
        Notice").  Upon the Company's receipt of such Void Optional Redemption
        Notice(s) and prior to payment of the full applicable Redemption Price to
        such
        holder, (i) the Notice(s) of Redemption at Option of Buyer Upon Major
        Transaction or Notice(s) of Redemption at Option of Buyer Upon Triggering
        Event
        (as applicable) shall be null and void with respect to those shares of Series
        B
        Preferred Stock submitted for redemption and for which the applicable Redemption
        Price has not been paid and (ii) the Company shall immediately return any
        Series
        B Preferred Stock submitted to the Company by each holder for redemption
        under
        this Section 8(d) and for which the applicable Redemption Price has not been
        paid; provided
        that no adjustment shall be made if such adjustment would result in an increase
        of the Conversion Price then in effect.  A holder's delivery of a Void
        Optional Redemption Notice and exercise of its rights following such notice
        shall not effect the Company's obligations to make any payments which have
        accrued prior to the date of such notice other than interest
        payments.  Payments provided for in this Section 8 shall have priority
        to payments to other stockholders in connection with a Major
        Transaction.

      


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

      (h)           
        Demand Registration
        Rights.  If the Redemption Price upon the occurrence of a Major
        Transaction or a Triggering Event is paid in shares of Common Stock and such
        shares have not been previously registered on a registration statement under
        the
        Securities Act, a holder of Series B Preferred Stock may make a written request
        for registration under the Securities Act pursuant to this Section 8(h) of
        all
        of its shares of Common Stock issued upon such Major Transaction or Triggering
        Event.  The Company shall use its reasonable best efforts to cause to
        be filed and declared effective as soon as reasonably practicable (but in
        no
        event later than the ninetieth (90th)
        day
        after such holder’s request is made) a registration statement under the
        Securities Act, providing for the sale of all of the shares of Common Stock
        issued upon such Major Transaction or Triggering Event by such
        holder.  The Company agrees to use its reasonable best efforts to keep
        any such registration statement continuously effective for resale of the
        Common
        Stock for so long as such holder shall request, but in no event shall the
        Company be required to maintain the effectiveness of such registration statement
        later than the date that the shares of Common Stock issued upon such Major
        Transaction or Triggering Event may be offered for resale to the public pursuant
        to Rule 144(k).

      


      9.           
        ­Inability to
        Fully Convert.

      


      (a)           
        ­Holder's Option
        if Company Cannot Fully Convert.  If, upon the Company's
        receipt of a Conversion Notice, the Company cannot issue shares of Common
        Stock
        registered for resale under the Registration Statement for any reason,
        including, without limitation, because the Company (w) does not have a
        sufficient number of shares of Common Stock authorized and available, (x)
        is
        otherwise prohibited by applicable law or by the rules or regulations of
        any
        stock exchange, interdealer quotation system or other self-regulatory
        organization with jurisdiction over the Company or its securities from issuing
        all of the Common Stock which is to be issued to a holder of Series B Preferred
        Stock pursuant to a Conversion Notice or (y) subsequent to the effective
        date of
        the Registration Statement, fails to have a sufficient number of shares of
        Common Stock registered for resale under the Registration Statement, then
        the
        Company shall issue as many shares of Common Stock as it is able to issue
        in
        accordance with such holder's Conversion Notice and pursuant to Section 5(b)(ii)
        above and, with respect to the unconverted Series B Preferred Stock, the
        holder,
        solely at such holder's option, can elect, within five (5) business days
        after
        receipt of notice from the Company thereof to:

      


      (i)           
        require the Company to redeem from such holder those Series B Preferred Stock
        for which the Company is unable to issue Common Stock in accordance with
        such
        holder's Conversion Notice ("Mandatory Redemption") at a price per share
        equal
        to the Major Transaction Redemption Price as of such Conversion Date (the
        "Mandatory Redemption Price"); provided that the Company shall have the sole
        option to pay the Mandatory Redemption Price in cash or, subject to Section
        7
        hereof, shares of Common Stock;

      


      (ii)           
        if the Company's inability to fully convert Series B Preferred Stock is pursuant
        to Section 9(a)(y) above, require the Company to issue restricted shares
        of
        Common Stock in accordance with such holder's Conversion Notice and pursuant
        to
        Section 5(b)(ii) above;

      


      (iii)           
        void its Conversion Notice and retain or have returned, as the case may be,
        the
        shares of Series B Preferred Stock that were to be converted pursuant to
        such
        holder's Conversion Notice (provided that a holder's voiding its Conversion
        Notice shall not effect the Company's obligations to make any payments which
        have accrued prior to the date of such notice); or

      


      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

      (iv)           
        exercise its Buy-In rights pursuant to and in accordance with the terms and
        provisions of Section 5(b)(vi) hereof.

      


      (b)           
        ­Mechanics of
        Fulfilling Holder's Election.  The Company shall immediately
        send via facsimile or overnight courier to a holder of Series B Preferred
        Stock,
        upon receipt of an original or facsimile copy of a Conversion Notice from
        such
        holder which cannot be fully satisfied as described in Section 9(a) above,
        a
        notice of the Company's inability to fully satisfy such holder's Conversion
        Notice (the "Inability to Fully Convert Notice").  Such Inability to
        Fully Convert Notice shall indicate (i) the reason why the Company is unable
        to
        fully satisfy such holder's Conversion Notice, (ii) the number of Series
        B
        Preferred Stock which cannot be converted and (iii) the applicable Mandatory
        Redemption Price.  Such holder shall notify the Company of its
        election pursuant to Section 9(a) above by delivering written notice via
        facsimile to the Company ("Notice in Response to Inability to
        Convert").

      


      (c)           
        ­Payment of
        Redemption Price.  If such holder shall elect to have its
        shares redeemed pursuant to Section 9(a)(i) above, the Company shall pay
        the
        Mandatory Redemption Price to such holder within thirty (30) days of the
        Company's receipt of the holder's Notice in Response to Inability to Convert,
        provided that
        prior to the Company's receipt of the holder's Notice in Response to Inability
        to Convert the Company has not delivered a notice to such holder stating,
        to the
        satisfaction of the holder, that the event or condition resulting in the
        Mandatory Redemption has been cured and all Conversion Shares issuable to
        such
        holder can and will be delivered to the holder in accordance with the terms
        of
        Section 2(g).  If the Company shall fail to pay the applicable
        Mandatory Redemption Price to such holder on a timely basis as described
        in this
        Section 9(c) (other than pursuant to a dispute as to the determination of
        the
        arithmetic calculation of the Redemption Price), in addition to any remedy
        such
        holder of Series B Preferred Stock may have under this Certificate of
        Designation and the Purchase Agreement, such unpaid amount shall bear interest
        at the rate of 2.0% per month (prorated for partial months) until paid in
        full.  Until the full Mandatory Redemption Price is paid in full to
        such holder, such holder may (i) void the Mandatory Redemption with respect
        to
        those Series B Preferred Stock for which the full Mandatory Redemption Price
        has
        not been paid, (ii) receive back such Series B Preferred Stock, and (iii)
        require that the Conversion Price of such returned Series B Preferred Stock
        be
        adjusted to the lesser of (A) the Conversion Price and (B) the lowest Closing
        Bid Price during the period beginning on the Conversion Date and ending on
        the
        date the holder voided the Mandatory Redemption.

      


      (d)           
        ­Pro-rata
        Conversion and Redemption.  In the event the Company receives a
        Conversion Notice from more than one holder of Series B Preferred Stock on
        the
        same day and the Company can convert and redeem some, but not all, of the
        Series
        B Preferred Stock pursuant to this Section 9, the Company shall convert and
        redeem from each holder of Series B Preferred Stock electing to have Series
        B
        Preferred Stock converted and redeemed at such time an amount equal to such
        holder's pro-rata amount (based on the number shares of Series B Preferred
        Stock
        held by such holder relative to the number shares of Series B Preferred Stock
        outstanding) of all shares of Series B Preferred Stock being converted and
        redeemed at such time.

      


      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

      10.           
        ­Vote to Change
        the Terms of or Issue Preferred Stock.  The affirmative vote at
        a meeting duly called for such purpose or the written consent without a meeting,
        of the holders of not less than seventy-five percent (75%) of the then
        outstanding shares of Series B Preferred Stock (in addition to any other
        corporate approvals then required to effect such action), shall be required
        (a)
        for any change to this Certificate of Designation or the Company's Articles
        of
        Incorporation which would amend, alter, change or repeal any of the powers,
        designations, preferences and rights of the Series B Preferred Stock or (b)
        for
        the issuance of shares of Series B Preferred Stock other than pursuant to
        the
        Purchase Agreement.

      


      11.           
        ­Lost or Stolen
        Certificates.  Upon receipt by the Company of evidence
        satisfactory to the Company of the loss, theft, destruction or mutilation
        of any
        Preferred Stock Certificates representing the shares of Series B Preferred
        Stock, and, in the case of loss, theft or destruction, of any indemnification
        undertaking by the holder to the Company that is reasonably acceptable to
        the
        Company and, in the case of mutilation, upon surrender and cancellation of
        the
        Preferred Stock Certificate(s), the Company shall execute and deliver new
        preferred stock certificate(s) of like tenor and date; provided, however,
        that the
        Company shall not be obligated to re-issue Preferred Stock Certificates if
        the
        holder contemporaneously requests the Company to convert such shares of Series
        B
        Preferred Stock into Common Stock.

      


      12.           
        ­Remedies,
        Characterizations, Other Obligations, Breaches and InjunctiveRelief.  The
        remedies provided in this Certificate of Designation shall be cumulative
        and in
        addition to all other remedies available under this Certificate of Designation,
        at law or in equity (including a decree of specific performance and/or other
        injunctive relief), no remedy contained herein shall be deemed a waiver of
        compliance with the provisions giving rise to such remedy and nothing herein
        shall limit a holder's right to pursue actual damages for any failure by
        the
        Company to comply with the terms of this Certificate of
        Designation.  Amounts set forth or provided for herein with respect to
        payments, conversion and the like (and the computation thereof) shall be
        the
        amounts to be received by the holder thereof and shall not, except as expressly
        provided herein, be subject to any other obligation of the Company (or the
        performance thereof).  The Company acknowledges that a breach by it of
        its obligations hereunder will cause irreparable harm to the holders of the
        Series B Preferred Stock and that the remedy at law for any such breach may
        be
        inadequate.  The Company therefore agrees that, in the event of any
        such breach or threatened breach, the holders of the Series B Preferred Stock
        shall be entitled, in addition to all other available remedies, to an injunction
        restraining any breach, without the necessity of showing economic loss and
        without any bond or other security being required.

      


      13.           
        ­Specific Shall
        Not Limit General; Construction.  No specific provision
        contained in this Certificate of Designation shall limit or modify any more
        general provision contained herein.  This Certificate of Designation
        shall be deemed to be jointly drafted by the Company and all initial purchasers
        of the Series B Preferred Stock and shall not be construed against any person
        as
        the drafter hereof.

      


      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

      14.           
        ­Failure or
        Indulgence Not Waiver.  No failure or delay on the part of a
        holder of Series B Preferred Stock in the exercise of any power, right or
        privilege hereunder shall operate as a waiver thereof, nor shall any single
        or
        partial exercise of any such power, right or privilege preclude other or
        further
        exercise thereof or of any other right, power or privilege.

       

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the undersigned has executed and subscribed this Amended
        and
        Restated Certificate and does affirm the foregoing as true this 14th
        day of
        December.

      


      
        
          	 	
                  ASTRATA
                    GROUP INCORPORATED

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 /s/
Martin
                  George Euler	 
	 	 	
                  Name:
                    Martin George Euler

                  Title:   Chief
                    Executive Officer

                	 


        



      


       

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        I

      


      ASTRATA
        GROUP INCORPORATED

      CONVERSION
        NOTICE

      


      Reference
        is made to the Certificate of Designation of the Relative Rights and Preferences
        of the Series B Preferred Stock of Astrata Group Incorporated (the "Certificate
        of Designation").  In accordance with and pursuant to the Certificate
        of Designation, the undersigned hereby elects to convert the number of shares
        of
        Series B Preferred Stock, par value $0.0001 per share (the "Preferred Shares"),
        of Astrata Group Incorporated, a Nevada corporation (the "Company"), indicated
        below into shares of Common Stock, par value $0.0001 per share (the "Common
        Stock"), of the Company, by tendering the stock certificate(s) representing
        the
        share(s) of Preferred Shares specified below as of the date specified
        below.

      
         

        
          
            	
                    Date
                      of Conversion:

                  	___________________________________ 
	 	 
	
                    Number
                      of Preferred Shares to be converted:

                  	_______________ 
	 	 
	
                    Stock
                      certificate no(s). of Preferred Shares to be converted:

                  	_______________ 


          

        

         

        
          The
            Common Stock are being contemporaneously sold pursuant to the Registration
            Statement: YES ____NO____

        

        


        Please
          confirm the following information:

        
           

          
            
              	
                      
                        Conversion
                          Price:

                      

                    	___________________________________ 
	 	 
	
                      
                        Number
                          of shares of Common Stock to
                          be issued:

                      

                    	___________________________________ 


            

          

        

        


        Number
          of
          shares of Common Stock beneficially owned or deemed beneficially owned
          by the
          Holder on the Date of Conversion: _________________________

        


        Please
          issue the Common Stock into which the Preferred Shares are being converted
          and,
          if applicable, any check drawn on an account of the Company in the following
          name and to the following address:

         

        
          
            	
                    Issue
                      to:

                  	____________________________________ 
	 	____________________________________ 
	 	 
	
                    Facsimile
                      Number:

                  	____________________________________ 
	 	 
	
                    Authorization:

                  	____________________________________ 
	 	
                    By:
                      _____________________________

                  
	 	
                    Title:________________________________

                  
	 	 
	
                    Dated:

                  	 


          

        

         

        
-24-