Exhibit 4.1

  BOARD RESOLUTION ESTABLISHING AND APPROVING THE DESIGNATION,
     PREFERENCES AND RIGHTS OF SERIES A PREFERENCE SHARES OF
               AEGEAN EARTH AND MARINE CORPORATION

A meeting of the Board of Directors of Aegean Earth And Marine
Corporation (the "Company") held on the 15th day of January, 2008

PRESENT:  Joseph Rozelle, President and Chairman  of the Company.
          David Richardson, Director of the Company

By agreement Joe Rozelle acted as Chairman of the meeting and
David Richardson acted as Secretary.

Notice of Quorum

The Chairman noted that due notice of the meeting had been given
that all directors were present in person and/or by phone that
the meeting could proceed to business.

     WHEREAS,  pursuant to the authority conferred,  granted  and
vested  upon the Board of Directors by the Memorandum &  Articles
of  Association  of the Company (the "Articles of  Association"),
                                      ------------------------
and  in  accordance with the Companies Law of the Cayman  Islands
(2004  Revision), the said Board of Directors, as of January  15,
2008  adopted the following resolutions creating a series of Five
Million  (5,000,000) Preference Shares, designated as  "Series  A
Convertible  Preference Shares," none of which shares  have  been
issued;

     RESOLVED,  that  the  Company is authorized  to  issue  Five
Million (5,000,000) shares of its Series A Convertible Preference
Shares  (the "Preference Shares"), par value $0.00064 per  share,
              -----------------
which  shall have the powers, designations, preferences and other
special rights set forth below.

     (1)  Voting Rights.  Except as otherwise provided herein, in
          -------------
the Articles of Association or as required by law, the holders of
the Preference Shares shall have no voting rights.

     (2)  Stated Value.  Each   Preference  Share  shall  have  a
          ------------
"Stated Value" equal to Three Dollars ($3.00).
 ------------
     (3)  Redemption. Commencing six (6) months after the date of
          ----------
issuance  of the Preference Shares (such date for each Preference
Share  herewith  referred to as the "Original Issue  Date"),  the
                                     --------------------
Company at its sole option, may repurchase all or any portion  of
the principal amount of such Preference Shares outstanding at any
time  (the  "Redemption Date"), together  with  any  accrued  and
             ---------------
unpaid  dividends  hereunder  by paying,  in  exchange  for  each
Preference  Share  to be redeemed, a cash payment  equal  to  the
Stated Value per each such Preference Share plus all accrued  and
unpaid  dividends through and including the date of payment  (the
"Redemption Amount").
 -----------------


<PAGE>


     (4)  Conversion  of  Preference  Shares.   Preference Shares
          ----------------------------------
shall be  convertible into  Ordinary  Shares  on  the  terms  and
conditions   set forth  in this  Section 4.  The term "Conversion
                                 ---------
Shares" shall mean the  Ordinary  Shares issuable upon conversion
of  the  Preference  Shares.   The  Company  shall  not issue any
fraction of  a Ordinary Share upon any conversion.  All  Ordinary
Shares  (including  fractions  thereof) issuable  upon conversion
of  more   than  one  Preference  Share  by  a  Holder  shall  be
aggregated  for  purposes  of determining  whether the conversion
would result in the  issuance of  a fraction of a Ordinary Share.
If, after  the  aforementioned aggregation,  the  issuance  would
result in  the  issuance  of  a  fraction  of  a  Ordinary Share,
the Company  shall,  in  lieu  of  issuing such fractional share,
issue  one  whole Ordinary  Share  to  the  Holder  thereof.  The
Company  shall pay  any and all taxes that may  be  payable  with
respect to the  issuance  and  delivery  of  Ordinary Shares upon
conversion of Preference Shares unless  such  taxes  result  from
the issuance of Ordinary Shares upon conversion to a person other
than the Holder.

          (a)  Optional Conversion. Commencing thirty (30) months
               -------------------
after the Original Issuance Date, any Holder shall be entitled to
convert all or a portion of such Holder's Preference Shares  into
fully  paid and non-assessable Ordinary Shares (each an "Optional
                                                         --------
Conversion"),   in   accordance  with  this  Section   4(a)   and
----------                                   --------------
Sections 4(b) and 4(c).
-------------     ----

            (b)   Conversion  Price.   Subject  to  anti-dilution
                  -----------------
adjustment  as  provided  in  Section  4(d),  upon  an   Optional
                              -------------
Conversion  pursuant to Section 4(a), the conversion  price  (the
                        ------------
"Conversion  Price")  of each Preference Share  shall  be  $0.50.
 -----------------
Each  Preference Share will convert into that number of  Ordinary
Shares  determined by dividing the Stated Value by the Conversion
Price, as adjusted at the time of conversion.

          (c)  Mechanics of Conversion.
               -----------------------

               (i)   To convert Preference Shares into Conversion
Shares  pursuant  to Section 4(a) on any date  commencing  thirty
                     ------------
(30)  months after the Original Issuance Date, the Holder thereof
shall  (i)  transmit  by  facsimile (or otherwise  deliver),  for
receipt  on or prior to 11:59 p.m. Eastern Time on such  date,  a
copy  of  an  executed  notice  of  conversion  (the  "Conversion
                                                       ----------
Notice")  to the Company, and (ii) surrender to a common  carrier
------
for  delivery  to the Company within three (3) business  days  of
such  date  the  Preference  Share Certificates  (as  hereinafter
defined)  representing the Preference Shares being converted  (or
an indemnification undertaking with respect to such shares in the
case  of their loss, theft or destruction).  The term "Preference
                                                       ----------
Share   Certificates"  shall  mean,  the  original   certificates
--------------------
representing the Preference Shares.

               (ii)  On  or  before the third (3rd) Business  Day
following  the date of receipt of a fully executed and  completed
Conversion Notice, the Company shall (x) issue and deliver to the
address  as  specified in the Conversion Notice,  a  certificate,
registered in the name of the Holder of Preference Shares or  its
designee,  for the number of Ordinary Shares to which the  Holder
of  Preference Shares shall be entitled, or (y) provided that the
Conversion  Shares have been registered under the Securities  Act
of 1933, as amended (the "Securities Act"), upon the request of a
                          --------------
Holder  of  Preference Shares, credit such  aggregate  number  of
Ordinary Shares to which the Holder of Preference Shares shall be
entitled to such Holder's or its designee's balance account  with
the Depository Trust Company through its Deposit Withdrawal Agent
Commission system. If the number of Preference Shares represented
by  the  Preference Share Certificate(s) submitted for conversion


                                  2
<PAGE>


pursuant  to  Section  4(d)(i) is  greater  than  the  number  of
              ----------------
Preference  Shares  being converted, then the Company  shall,  as
soon  as  practicable and in no event later than  three  business
days after receipt of the Preference Share Certificate(s) and  at
its  own expense, issue and deliver to the Holder thereof  a  new
Preference   Share  Certificate  representing   the   number   of
Preference  Shares not converted. The person or persons  entitled
to  receive  the  Ordinary Shares issuable upon a  conversion  of
Preference Shares shall be treated for all purposes as the record
holder  or  holders of such Preference Shares on  the  applicable
conversion date.

          (d)  Anti-Dilution Provisions. The Conversion Price  in
               ------------------------
effect at any time and the number and kind of securities issuable
upon  conversion  of the Preference Shares shall  be  subject  to
adjustment from time to time upon the happening of certain events
as follows:

               (i)  Adjustment for Stock Splits and Combinations.
                    --------------------------------------------
If  the Company at any time or from time to time on or after  the
Original  Issuance Date effects a subdivision of the  outstanding
Ordinary  Shares, the Conversion Price then in effect immediately
before  that subdivision shall be proportionately decreased,  and
conversely, if the Company at any time or from time to time on or
after   the  Original  Issuance  Date  combines  the  outstanding
Ordinary  Shares into a smaller number of shares, the  Conversion
Price then in effect immediately before the combination shall  be
proportionately  increased.  Any adjustment  under  this  Section
                                                          -------
4(d)(i)  shall become effective at the close of business  on  the
-------
date the subdivision or combination becomes effective.

               (ii)   Adjustment   for  Certain   Dividends   and
                      -------------------------------------------
Distributions. If the Company at any time or from time to time on
-------------
or  after the Original Issuance Date makes or fixes a record date
for  the determination of holders of Ordinary Shares entitled  to
receive  a  dividend or other distribution payable in  additional
Ordinary Shares, then and in each such event the Conversion Price
then in effect shall be decreased as of the time of such issuance
or,  in  the event such record date is 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  is  the
total   number   of   Ordinary  Shares  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  Ordinary  Shares  issued   and
outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of Ordinary
Shares  issuable  in  payment of such dividend  or  distribution;
provided,  however, that if such record date is  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
recomputed accordingly as of the close of business on such record
date  and  thereafter  the  Conversion Price  shall  be  adjusted
pursuant  to  this  Section 4(d)(ii) as of  the  time  of  actual
                    ----------------
payment of such dividends or distributions.

               (iii)      Adjustments  for  Other  Dividends  and
                          ---------------------------------------
Distributions. In the event the Company at any time or from  time
-------------
to  time on or after the Original Issuance Date makes or fixes  a
record  date for the determination of holders of Ordinary  Shares
entitled  to receive a dividend or other distribution payable  in
securities of the Company other than Ordinary Shares, then and in
each  such  event provision shall be made so that the Holders  of
Preference  Shares  shall  receive upon  conversion  thereof,  in
addition  to the number of Ordinary Shares receivable  thereupon,
the  amount  of securities of the Company which they  would  have
received had their Preference Shares been converted into Ordinary
Shares  on the date of such event and had they thereafter, during


                                  3
<PAGE>


the  period  from  the date of such event to  and  including  the
conversion date, retained such securities receivable by  them  as
aforesaid  during  such period, subject to all other  adjustments
called  for  during  such  period under this  Section  4(d)  with
                                              -------------
respect to the rights of the Holders of Preference Shares.

               (iv) Adjustment for Reclassification, Exchange and
                    ---------------------------------------------
Substitution. In the event that at any time or from time to  time
------------
on or after the Original Issuance Date, the Conversion Shares are
changed  into  the same or a different number of  shares  of  any
class   or   classes   of  stock,  whether  by  recapitalization,
reclassification  or  otherwise  (other  than  a  subdivision  or
combination  of  shares or stock dividend  or  a  reorganization,
merger,  consolidation or sale of assets, provided for  elsewhere
in  this Section 4(d)), then and in any such event each Holder of
         -------------
Preference Shares shall have the right thereafter to convert such
stock into the kind and amount of stock and other securities  and
property  receivable upon such recapitalization, reclassification
or  other  change, by holders of the maximum number  of  Ordinary
Shares  into  which  such  Preference  Shares  could  have   been
converted    immediately   prior   to   such    recapitalization,
reclassification or change, all subject to further adjustment  as
provided herein.

               (v)   Reorganizations, Mergers, Consolidations  or
                     --------------------------------------------
Sales  of Assets. If at any time or from time to time on or after
----------------
the  Original Issuance Date there is a capital reorganization  of
the  Ordinary Shares (other than a recapitalization, subdivision,
combination, reclassification or exchange of shares provided  for
elsewhere  in this Section 4(d)) or a merger or consolidation  of
                   -------------
the  Company with or into another corporation, or the sale of all
or  substantially all of the Company's properties and  assets  to
any other person, then, as a part of such reorganization, merger,
consolidation  or  sale, provision shall  be  made  so  that  the
Holders  of  Preference Shares shall thereafter  be  entitled  to
receive  upon conversion of the Preference Shares the  number  of
shares of stock or other securities or property to which a holder
of  the  number  of Ordinary Shares deliverable  upon  conversion
would  have been entitled on such capital reorganization, merger,
consolidation, or sale. In any such case, appropriate  adjustment
shall  be  made  in  the application of the  provisions  of  this
Section  4(d)  with  respect to the  rights  of  the  Holders  of
-------------
Preference Shares after the reorganization, merger, consolidation
or  sale  to  the  end that the provisions of this  Section  4(d)
                                                    -------------
(including adjustment of the Conversion Price then in effect  and
the   number  of  shares  purchasable  upon  conversion  of   the
Preference Shares) shall be applicable after that event and be as
nearly equivalent as is practicable.

               (vi) Sale of Shares Below Conversion Price.
                    -------------------------------------
               A.   If at any time or from time to time following
the  Original Issuance Date, the Company issues or sells,  or  is
deemed by the express provisions of this Section 4(d)(vi) to have
                                         ----------------
issued  or  sold,  Additional  Ordinary  Shares  (as  hereinafter
defined), other than as a dividend or other distribution  on  any
class  of  stock and other than upon a subdivision or combination
of Ordinary Shares, in either case as provided in Section 4(d)(i)
                                                  ---------------
above,  for  a  consideration, exercise or conversion  price  per
share  less than the Conversion Price in effect immediately prior
to  the  issuance or sale of such Additional Ordinary Shares,  or
without consideration, then forthwith upon such issuance or sale,
the  Conversion  Price  shall (upon such  issuance  or  sale)  be
reduced  to  the  lowest effective price at which the  Additional
Ordinary Shares is issued, granted or sold.


                                  4
<PAGE>


               B.    For  the  purpose of making  any  adjustment
required  under Section 4(d)(vi), the consideration  received  by
                ----------------
the  Company for any issue or sale of securities shall (I) to the
extent  it  consists of cash be computed at the  amount  of  cash
received  by  the  Company, (II) to the  extent  it  consists  of
property other than cash, be computed at the fair value  of  that
property as determined in good faith by the Board of Directors of
the  Company (the "Board"), (III) if Additional Ordinary  Shares,
                   -----
Convertible  Securities (as hereinafter  defined)  or  rights  or
options   to  purchase  either  Additional  Ordinary  Shares   or
Convertible  Securities are issued or sold  together  with  other
stock  or  securities  or  other assets  of  the  Company  for  a
consideration  which covers both, be computed as the  portion  of
the  consideration so received that may be reasonably  determined
in  good  faith  by the Board to be allocable to such  Additional
Ordinary Shares, Convertible Securities or rights or options, and
(IV) be computed after reduction for all expenses payable by  the
Company in connection with such issue or sale.

               C.    For  the purpose of the adjustment  required
under  Section  4(d)(vi),  if the Company  issues  or  sells  any
       -----------------
rights,  warrants or options for the purchase  of,  or  stock  or
other  securities convertible into or exchangeable for Additional
Ordinary  Shares  (such  convertible  or  exchangeable  stock  or
securities   being  hereinafter  referred  to   as   "Convertible
                                                      -----------
Securities")  and  if  the conversion price  of  such  Additional
----------
Ordinary Shares is less than the Conversion Price then in effect,
then  in each case the Company shall be deemed to have issued  at
the  time  of the issuance of such rights, warrants,  options  or
Convertible Securities the maximum number of Additional  Ordinary
Shares issuable upon exercise, conversion or exchange thereof and
to have received as consideration for the issuance of such shares
an amount equal to the total amount of the consideration, if any,
received  by  the  Company  for  the  issuance  of  such  rights,
warrants, options or Convertible Securities, plus, in the case of
such  rights,  warrants  or  options,  the  minimum  amounts   of
consideration, if any, payable to the Company upon  the  exercise
of  such  rights,  warrants or options,  plus,  in  the  case  of
Convertible Securities, the minimum amounts of consideration,  if
any,  payable  to  the  Company (other than  by  cancellation  of
liabilities   or   obligations  evidenced  by  such   Convertible
Securities) upon the conversion or exchange thereof.  No  further
adjustment of the Conversion Price, adjusted upon the issuance of
such  rights, warrants, options or Convertible Securities,  shall
be made as a result of the actual issuance of Additional Ordinary
Shares on the exercise of any such rights, warrants or options or
the conversion or exchange of any such Convertible Securities. If
any  such  rights  or  options  or  the  conversion  or  exchange
privilege  represented by any such Convertible  Securities  shall
expire  without  having  been  exercised,  the  Conversion  Price
adjusted  upon the issuance of such rights, warrants, options  or
Convertible  Securities  shall be readjusted  to  the  Conversion
Price which would have been in effect had an adjustment been made
on  the  basis that the only Additional Ordinary Shares so issued
were  the Additional Ordinary Shares, if any, actually issued  or
sold  on  the  exercise of such rights, warrants, or  options  or
rights  of conversion or exchange of such Convertible Securities,
and  such Additional Ordinary Shares, if any, were issued or sold
for  the consideration actually received by the Company upon such
exercise,  plus the consideration, if any, actually  received  by
the  Company  for the granting of all such rights,  warrants,  or
options,   whether  or  not  exercised,  plus  the  consideration
received  for  issuing  or  selling  the  Convertible  Securities
actually converted or exchanged, plus the consideration, if  any,
actually  received by the Company (other than by cancellation  of
liabilities   or   obligations  evidenced  by  such   Convertible
Securities)  on  the conversion or exchange of  such  Convertible
Securities.


                                  5
<PAGE>


               D.    For  the purpose of the adjustment  required
under  Section 4(d)(vi), if the Company issues or  sells,  or  is
       ----------------
deemed  by  the express provisions of this Section 4(d)  to  have
                                           ------------
issued  or  sold,  any  rights or options  for  the  purchase  of
Convertible  Securities  and  if  the  conversion  price  of  the
Additional Ordinary Shares underlying such Convertible Securities
is  less  than the Conversion Price then in effect, then in  each
such  case the Company shall be deemed to have issued at the time
of  the issuance of such rights or options the maximum number  of
Additional  Ordinary Shares issuable upon conversion or  exchange
of  the  total amount of Convertible Securities covered  by  such
rights  or options and to have received as consideration for  the
issuance  of such Additional Ordinary Shares an amount  equal  to
the  amount of consideration, if any, received by the Company for
the  issuance  of  such  rights, warrants or  options,  plus  the
minimum  amounts of consideration, if any, payable to the Company
upon  the exercise of such rights, warrants or options, plus  the
minimum  amount of consideration, if any, payable to the  Company
(other   than  by  cancellation  of  liabilities  or  obligations
evidenced by such Convertible Securities) upon the conversion  or
exchange of such Convertible Securities. No further adjustment of
the  Conversion Price, adjusted upon the issuance of such rights,
warrants  or  options, shall be made as a result  of  the  actual
issuance of the Convertible Securities upon the exercise of  such
rights,  warrants  or  options or upon  the  actual  issuance  of
Additional  Ordinary Shares upon the conversion  or  exchange  of
such  Convertible  Securities. The provisions  of  paragraph  (C)
above  for  the  readjustment of the Conversion  Price  upon  the
expiration  of  rights,  warrants or options  or  the  rights  of
conversion  or  exchange  of Convertible Securities  shall  apply
mutatis  mutandis to the rights, warrants options and Convertible
-------  --------
Securities referred to in this paragraph (D).

               E.    "Additional Ordinary Shares" shall mean  all
                      --------------------------
shares  of Ordinary Shares issued by the Company on or after  the
Original Issuance Date, whether or not subsequently reacquired or
retired  by  the  Company, other than (I) the Conversion  Shares,
(II)  Ordinary Shares issuable upon exercise of warrants, options
and   convertible  securities  outstanding  as  of  the  Original
Issuance Date (provided that the terms of such warrants,  options
and  convertible securities are not modified after  the  Original
Issuance Date to adjust the exercise price other than pursuant to
anti-dilution  provisions),  (III)   Ordinary  Shares  issued  to
employees  of  the  Company or any subsidiary pursuant  to  stock
option  plans  or  other arrangements approved by  the  Board  or
pursuant to guidelines approved by the Board or upon exercise  of
options or warrants granted to such parties pursuant to any  such
plan  or  arrangement, (IV) Ordinary Shares issued in  connection
with  bona  fide acquisitions, mergers, joint ventures and  other
similar  transactions approved by the Board, (V) Ordinary  Shares
issued pursuant to any event for which adjustment is made to  the
Conversion  Price under Section 4(d) hereof or  to  the  exercise
                        ------------
price   under  the  anti-dilution  provisions  of  any   warrants
outstanding  as  of  the Original Issuance Date,  (VI)   Ordinary
Shares  issued or issuable pursuant to the Acquisition  Agreement
by  and  among  the Company, Aegean Earth, S.A.,  Joseph  Brandon
Clancy,   Gus  Polites,  dated  as  of  January  __,  2008   (the
"Acquisition  Agreement"),  (VII)   Ordinary  Shares  issued   or
 ----------------------
issuable   to   banks,  equipment  lessors  or  other   financial
institutions  pursuant to a commercial leasing or debt  financing
transaction approved by the Board, and (VIII) shares of  Class  A
Ordinary  Shares  issued  to suppliers  or  third  party  service
providers  in connection with the provision of goods or  services
pursuant  to  transactions approved by the Board.  (IV)  Ordinary
Shares   issued  or  issuable  pursuant  to  the  Memorandum   of
Understanding  by  and  among, Access America  Fund,  LP,  Aegean
Earth,  S.A.,  and  a  Shareholder  of  a  Target  Company   (the
"Memorandum of Understanding"). "Fair Market Value" shall mean as
 ---------------------------     -----------------
of  any  date (i) if the Ordinary Shares are listed on a national


                                  6
<PAGE>


securities  exchange,  the  average  of  the  closing  prices  as
reported  for  composite  transactions  during  the  twenty  (20)
consecutive  trading days preceding the trading  day  immediately
prior to such date or, if no sale occurred on a trading day, then
the  mean  between  the  closing bid and  asked  prices  on  such
exchange on such trading day; (ii) if the Ordinary Shares are not
so  listed  but  are  traded on the NASDAQ, the  average  of  the
closing  prices as reported on the NASDAQ during the twenty  (20)
consecutive  trading days preceding the trading  day  immediately
prior to such date or, if no sale occurred on a trading day, then
the  mean between the highest bid and lowest asked prices  as  of
the  close  of business on such trading day, as reported  on  the
NASDAQ; or if not then included for quotation on the NASDAQ,  the
average  of  the  highest reported bid and lowest reported  asked
prices  as  reported by the OTC Bulletin Board  of  the  National
Quotation  Bureau, as the case may be, or (iii) if  the  Ordinary
Shares  are not then publicly traded, the fair market price,  not
less  than  book  value  thereof,  of  the  Ordinary  Shares   as
determined in good faith by the Board.

               F.    Other  than  a  reduction  pursuant  to  its
applicable  anti-dilution  provisions,  any  reduction   in   the
conversion price of any Convertible Security, whether outstanding
on  the Original Issuance Date or thereafter, or the price of any
option,  warrant  or  right to purchase Ordinary  Shares  or  any
Convertible  Security (whether such option, warrant or  right  is
outstanding  on the Original Issuance Date or thereafter),  to  a
conversion price less than the current Conversion Price, shall be
deemed  to  be an issuance of such Convertible Security  and  all
such  options, warrants or rights at such conversion  price,  and
the  provisions of Sections 4(d)(vi)(C), (D) and (E) shall  apply
                   --------------------  ---     ---
thereto mutatis mutandis.
        ----------------

               G.    Any  time  an  adjustment  is  made  to  the
Conversion Price pursuant to Section 4(e) of this Certificate,  a
                             ------------
corresponding proportionate change shall be made to the number of
shares  of  Ordinary  Shares issuable  upon  conversion  of  each
Preference Share.

               (vii)     No Adjustments in Certain Circumstances.
                         ---------------------------------------
No  adjustment  in the Conversion Price shall be required  unless
such adjustment would require an increase or decrease of at least
one  ($0.01)  cent  in such price; provided,  however,  that  any
                                   --------   -------
adjustments  which  by reason of this Section 4(d)(vii)  are  not
                                      -----------------
required  to  be  made shall be carried forward  and  taken  into
account  in  any  subsequent  adjustment  required  to  be   made
hereunder. All calculations under this Section 4(d)(vii) shall be
                                       -----------------
made  to  the nearest cent or to the nearest one-hundredth  of  a
share, as the case may be.

                (viii)    No Impairment. The Company will not, by
                          -------------
amendment  of  its Certificate 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 4 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
Preference Shares against impairment.

                (vi)  Certificate  as  to Adjustments.  Upon  the
                      -------------------------------
occurrence  of each adjustment or readjustment of the  Conversion
Price  pursuant  to this Section 4, the Company  at  its  expense
                         ---------
shall  promptly  compute  such  adjustment  or  readjustment   in
accordance  with the terms hereof and furnish to each  Holder  of
Preference Shares a certificate setting forth such adjustment  or


                                  7
<PAGE>


readjustment  and  showing in detail the facts  upon  which  such
adjustment or readjustment is based. The Company shall, upon  the
written  request at any time of any Holder of Preference  Shares,
furnish  or  cause  to  be  furnished  to  such  Holder  a   like
certificate setting forth (i) such adjustments and readjustments,
(ii) Conversion Price at the time in effect, and (iii) the number
of  Ordinary  Shares and the amount, if any,  of  other  property
which  at the time would be received upon the conversion  of  the
Preference Shares.

                (x)  Status of Converted Stock. In the event  any
                     -------------------------
Preference  Shares  shall  be converted  pursuant  to  Section  4
                                                       ----------
hereof,  the shares so converted shall be canceled and shall  not
be reissued as Preference Shares.

     (5)  Assumption and Provision Upon Organic Change.  Prior to
          --------------------------------------------
the consummation of any Organic  Change (as  defined  below), the
Company  shall make appropriate provision to ensure that each  of
the Holders will thereafter have the right to acquire and receive
in  lieu  of or in addition to (as the case may be) the  Ordinary
Shares immediately theretofore acquirable and receivable upon the
conversion  of  such Holder's Preference Shares  such  shares  of
stock,  securities  or  assets that would  have  been  issued  or
payable in such Organic Change with respect to or in exchange for
the  number  of Ordinary Shares which would have been  acquirable
and  receivable  upon the conversion of such Holder's  Preference
Shares  into  Ordinary Shares immediately prior to  such  Organic
Change.  The following shall constitute an "Organic Change:"  any
                                            --------------
recapitalization, reorganization, reclassification, consolidation
or  merger,  sale  of all or substantially all of  the  Company's
assets  to another person or other transaction which is  effected
in  such  a  way that holders of Ordinary Shares are entitled  to
receive  (either directly or upon subsequent liquidation)  stock,
securities or assets with respect to or in exchange for  Ordinary
Shares.

     (6)  Liquidation, Dissolution, Winding-Up.

          (a)      Liquidation  Preference.   Holders  shall   be
                   -----------------------
entitled  to  receive  out of the assets of the  Company  legally
available  for distribution therefrom (the "Liquidation  Funds"),
                                            ------------------
before  any  amount shall be paid to the holders of  any  of  the
capital stock of the Company of any class junior in rank  to  the
Preference  Shares  in  respect of  the  preferences  as  to  the
distributions  and payments on the liquidation,  dissolution  and
winding  up of the Company, an amount per Preference Share  equal
to  100%  of  the sum of (i) of the Stated Value, plus  (ii)  all
dividends,  if  any,  which have accrued  or  are  payable  under
Section  8  hereof, but have not been paid and  received  by  the
----------
Holders, up to and including the date full payment is tendered to
the  Holders with respect to such Liquidation (collectively,  the
"Liquidation Preference").
 ----------------------

          (b)      Liquidation  Distribution.    If,   upon   any
                   -------------------------
Liquidation, the Liquidation Funds are insufficient to pay, issue
or  deliver  the  full amount due to the Holders and  holders  of
shares  of  other classes or series of preference shares  of  the
Company that are expressly provided for as of equal rank with the
Preference Shares as to payments of Liquidation Funds (the  "Pari
                                                             ----
Passu  Shares"), then each holder of Preference Shares  and  Pari
-------------
Passu  Shares shall receive a percentage of the Liquidation Funds
equal  to  the full amount of Liquidation Funds payable  to  such
holder  as  a  liquidation preference, in accordance  with  their
respective certificates of designation of preferences rights  and
limitations,  as a percentage of the full amount  of  Liquidation
Funds  payable to all holders of Preference Shares and Pari Passu


                                  8
<PAGE>


Shares.   No  Holder of Preference Shares shall  be  entitled  to
receive  any  amounts with respect thereto upon  any  Liquidation
other  than  the  amounts provided for herein;  provided  that  a
Holder  of  Preference Shares shall be entitled  to  all  amounts
previously  accrued with respect to amounts owed  hereunder.  The
form  of consideration in which the Liquidation Preference is  to
be  paid  to the Holders of the Preference Shares as provided  in
this Section 6 shall be the form of consideration received by the
     ---------
Company  or the other holders of the Company's capital stock,  as
the case may be.

          (c)      "Liquidation"  means  (i)   any   liquidation,
                    -----------
dissolution  or winding up of the Company, whether  voluntary  or
involuntary,  and/or (ii) any filing for bankruptcy  pursuant  to
applicable federal and/or state laws.

     (7)   Preferred Rank. All Ordinary Shares shall be of junior
           --------------
rank  to  all  Preference  Shares  in  all  respects  as  to  the
preferences   as   to   distributions  and  payments   upon   any
Liquidation.  The rights of the Ordinary Shares shall be  subject
to the preferences and relative rights of the Preference Shares.

     (8)  Dividends; Participation.
          ------------------------

           (a)   Dividends.  Each Preference Share  shall  accrue
                 ---------
dividends  at the rate of six (6%) percent ($0.18 per share)  per
annum  of  the Stated Value, which dividends shall be paid  when,
as,  and  if  declared  by the Board of Directors  out  of  funds
legally available thereof, payable upon the Redemption Date  (the
"Dividend  Payment Date").  Dividends payable  will  be  prorated
 ----------------------
from the Original Issuance Date based upon the number of days the
Preference Shares are outstanding in the applicable fiscal  year.
Dividends  on  the  Preference Shares  shall  be  cumulative.  No
dividends  or  other distributions may be paid or otherwise  made
with respect to the Ordinary Shares and no Ordinary Shares may be
repurchased by the Company during any fiscal year of the  Company
until  dividends equal to the amount specified above (the "Annual
                                                           ------
Dividend") on the Preference Shares have been declared,  paid  or
--------
set apart during that fiscal year.

          (b)  Optional Dividends.   In addition to the dividends
               ------------------
described  in Section 8(a) above, the Company reserves the  right
              ------------
to   declare  and  pay  optional  dividends  to  the  Holders  of
Preference Shares in such amounts, form (securities and/or  cash)
and at such time as determined by the Board.

     (9)  Limited Special Voting Rights.
          -----------------------------

          (a)     The affirmative vote of the Holders owning  not
less   than  a  majority  of  the  then  issued  and  outstanding
Preference Shares, at a meeting duly called for such purpose,  or
by  the  written consent without a meeting of the Holders of  not
less  than a majority of the then outstanding Preference  Shares,
shall  be  required for any amendment to any of the  preferences,
rights  and  limitations  of  the Preference  Shares  and/or  the
Company's  Articles  of Association which would  directly  and/or
indirectly  amend,  alter, change, repeal or otherwise  adversely
affect any of the powers, designations, preferences and rights of
the  Preference  Shares,  including to  increase  the  amount  of
authorized capital stock of any such class.

          (b)      For  so  long  as  Preference  Shares   remain
outstanding,  the Company shall not, without the express  written
consent  of  Holders  owning  no less  than  a  majority  of  the


                                  9
<PAGE>


aggregate  Stated  Value  of  the  then  issued  and  outstanding
Preference Shares issue any preference shares senior to  or  pari
passu with the Preference Shares.

     (10)  Lost  or  Stolen  Certificates. Upon  receipt  by  the
           ------------------------------
Company of evidence reasonably satisfactory to the Company of the
loss,  theft, destruction or mutilation of any Preference  Shares
Certificate(s) representing the Preference Shares,  and,  in  the
case  of  loss,  theft  or  destruction, of  any  indemnification
undertaking by the Holder to the Company in customary  form  and,
in the case of mutilation, upon surrender and cancellation of the
Preference  Shares Certificate(s), the Company shall execute  and
deliver  new Preference Shares Certificate(s) of like  tenor  and
date.

     (11)  Notices. Whenever notice is required to be given under
           -------
any  of the preferences, rights and limitations of the Preference
Shares,  unless otherwise provided herein, such notice  shall  be
given  in  writing and will be mailed by certified  mail,  return
receipt  requested, or delivered against receipt to the party  to
whom  it  is to be given (a) if to the Company, at the  Company's
executive offices or (b) if to a Holder, at the address set forth
on Company's books and records.



           Remainder of Page Intentionally Left Blank










                                  10
<PAGE>


The  undersigned  declare  under  penalty  of  perjury  that  the
matters  set  forth  in the foregoing Certificate  are  true  and
correct of their own knowledge.

     Executed on January 15, 2008.


                                   /s/ Joseph Rozelle
                                   ----------------------
                                   Joseph Rozelle
                                   Chairman and President



















                                  11
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