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Exhibit 3.03

CERTIFICATE OF DESIGNATION

Peter Schulhof certifies that he is the President and Secretary
  of Delbrook Corporation, a Nevada corporation (hereinafter referred to as the
  Company) and that, pursuant to the Companys Certificate of
  Incorporation, as amended, and §78.1955 of the Nevada Revised Statutes,
  the Board of Directors of the Company adopted the following resolutions on February
  24, 2004, and that none of the shares of Series A Convertible Preferred Stock
  referred to in this Certificate of Designation have been issued.

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Creation of Series A Convertible Preferred Stock

1.         There is
  hereby created a series of preferred stock consisting of 2,000 shares and designated
  as the Series A Convertible Preferred Stock (Preferred Stock), having
  the voting powers, preferences, relative, participating, limitations, qualifications,
  optional and other special rights and the qualifications, limitations and restrictions
  thereof that are set forth below.

Conversion Provisions

2.         The holders of Preferred
  Stock shall have conversion rights as follows (the Conversion Rights):

Conversion

| | (a) | Right to Convert. Subject to paragraph (k)
        hereof, from and after the day on which the Company receives payment in
        full for Preferred Stock from and issues Preferred Stock to a particular
        holder of Preferred Stock (the Issuance Date), all Preferred
        Stock held by that holder shall be convertible at the option of the holder
        into such number of shares of common stock of the Company (Common
        Stock) as is calculated by the Conversion Rate (as hereinafter
        defined). Subject to adjustment as set forth herein, the Conversion Rate
        shall be 1,111 shares of Common Stock for each one share of Preferred
        Stock.                                                                                                                                                                                                                                                                                                                                                                                       
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | Ratchet Provision. In the event that the Company
        issues any shares of its Common Stock during the seven hundred and thirty
        (730) calendar days following the Issuance Date at a price of less than
        $0.90 per share of Common Stock, the Conversion Rate shall be that number
        of shares of Common Stock equal to $1,000 divided by the price per share
        at which the Company issued Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | Abandonment Provision. In the event that (i)
        the Company ceases to devote the majority of its resources to the exploration
        and development of the mineral natural resource property interests acquired
        pursuant to the Share Purchase, Mineral Property Option and Mineral Property
        Acquisition Agreements between the Company and Chris Dyakowski dated February
        24, 2004 (the Properties), or (ii) the Company fails to make
        any payments required to it pursuant to the Mineral Property Option Agreement
        between the Company and Chris Dyakowski dated February 24, 2004 in respect
        of the Pinguino Property comprised in the Properties (regardless of whether
        such payments are delayed or waived), the Conversion Rate shall be that
        number of shares of Common Stock equal to $1,000 divided by seventy-five
        per cent (75%) of the average Market Price (as hereinafter defined) for
        the five trading days immediately prior to the Conversion Date (as hereinafter
        defined).

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| | (d) | Market Price. Market Price for a particular
        date shall be the closing bid price of the shares of Common Stock on such
        date, as reported by the National Association of Securities Dealers Automated
        Quotation System (NASDAQ), or the closing bid price in the
        over-the-counter market if other than NASDAQ.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | (e) | No Fractional Shares. No fractional shares
        of Common Stock shall be issued upon conversion of the Preferred Stock,
        and in lieu thereof the number of shares of Common Stock to be issued
        for each share of Preferred Stock converted shall be rounded down to the
        nearest whole number of shares of Common Stock. Such number of whole shares
        of Common Stock to be issued upon the conversion of one share of Preferred
        Stock shall be multiplied by the number of shares of Preferred Stock submitted
        for conversion pursuant to the Notice of Conversion (defined below) to
        determine the total number of shares of Common Stock to be issued in connection
        with any one particular conversions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | Method of Conversion. In order to convert Preferred
        Stock into shares of Common Stock, a holder of Preferred Stock shall
      (A) complete, execute and deliver to the Company the
        conversion certificate attached hereto as Exhibit A (the Notice
        of Conversion), and
      (B) surrender the certificate or certificates representing
        the Preferred Stock being converted (the Converted Certificate)
        to the Company.
      Subject to paragraph 2(h) hereof, the Notice of Conversion
        shall be effective and in full force and effect for a particular date
        if delivered to the Company prior to 5:00 pm, eastern standard time, by
        facsimile transmission or otherwise, provided that particular date is
        a business day, and provided that the original Notice of Conversion and
        the Converted Certificate are delivered to and received by the Company
        within two (2) business days thereafter and that particular date shall
        be referred to herein as the Conversion Date. The person or
        persons entitled to receive the shares of Common Stock to be issued upon
        conversion shall be treated for all purposes as the record holder or holders
        of such shares of Common Stock as of the Conversion Date. If the original
        Notice of Conversion and the Converted Certificate are not delivered to
        and received by the Company within two (2) business days following the
        Conversion Date, the Notice of Conversion shall become null and void as
        if it were never given and the Company shall, within two (2) business
        days thereafter, return to the holder by overnight courier any Converted
        Certificate that may have been submitted in connection with any such conversion.
        In the event that any Converted Certificate submitted represents a number
        of shares of Preferred Stock that is greater than the number of such shares
        that is being converted pursuant to the Notice of Conversion delivered
        in connection therewith, the Company shall deliver a certificate representing
        the remaining number of shares of Preferred Stock not converted.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | Absolute Obligation to issue Common Stock.
        Upon receipt of a Notice of Conversion, the Company shall absolutely and
        unconditionally be obligated to cause a certificate or certificates representing
        the number of shares of Common Stock to which a converting holder of Preferred
        Stock shall be entitled as provided herein, which shares shall constitute
        fully paid and non-assessable shares of Common Stock and shall be issued
        to, delivered by overnight courier to, and received by such holder by
        the third (3rd) business day following the Conversion Date.
        Such delivery shall be made at such address as such holder may designate
        therefor in its Notice of Conversion or in its written instructions submitted
        together therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| | (h) | Minimum Conversion. No less than 10 shares
        of Preferred Stock may be converted at any one time by a particular holder,
        unless the holder then holds less than 10 shares and converts all such
        shares held by it at that time.
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Adjustments to Conversion Rate

| | (i) | Reclassification, Exchange and Substitution.
        If the Common Stock to be issued on conversion of the Preferred Stock
        shall be changed into the same or a different number of shares of any
        other class or classes of stock, whether by capital reorganization, reclassification,
        reverse stock split or forward stock split or stock dividend or otherwise
        (other than a subdivision or combination of shares provided for above),
        the holders of the Preferred Stock shall, upon its conversion be entitled
        to receive, in lieu of the Common Stock which the holders would have become
        entitled to receive but for such change, a number of shares of such other
        class or classes of stock that would have been subject to receipt by the
        holders if they had exercised their rights of conversion of the Preferred
        Stock immediately before that changes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (j) | Reorganizations, Mergers, Consolidations or Sale
        of Assets. If at any time there shall be a capital reorganization
        of the Companys common stock (other than a subdivision, combination,
        reclassification or exchange of shares provided for elsewhere in this
        Section 2) or merger of the Company into another corporation, or the sale
        of the Companys properties and assets as, or substantially as, an
        entirety to any other person, then, as a part of such reorganization,
        merger or sale, lawful provision shall be made so that the holders of
        the Preferred Stock receive the number of shares of stock or other securities
        or property of the Company, or of the successor corporation resulting
        from such merger, to which holders of the Common Stock deliverable upon
        conversion of the Preferred Stock would have been entitled on such capital
        reorganization, merger or sale if the Preferred Stock had been converted
        immediately before that capital reorganization, merger or sale to the
        end that the provisions of this paragraph (including adjustment of the
        Conversion Rate then in effect and the number of shares purchasable upon
        conversion of the Preferred Stock) shall be applicable after that event
        as nearly equivalently as may be practicable.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (k) | No Impairment. The Company will not, by amendment
        of its Articles of Incorporation or through any reorganization, recapitalization,
        transfer of assets, merger, dissolution, 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 2 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 Preferred Stock against impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | (l) | Certificate as to Adjustments. Upon the occurrence
        of each adjustment or readjustment of the Conversion Rate for any shares
        of Preferred Stock pursuant to paragraphs 2(i) or (j) hereof, the Company
        at its expense shall promptly compute such adjustment or readjustment
        in accordance with the terms hereof and prepare and furnish to each holder
        of Preferred Stock effected thereby a certificate setting forth such adjustment
        or 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 Preferred Stock, furnish or cause to be furnished
        to such holder a like certificate setting forth: (i) such adjustments
        and readjustments; (ii) the Conversion Rate at the time in effect; and
        (iii) the number of shares of Common Stock and the amount, if any, of
        other property which at the time would be received upon the conversion
        of such holders shares of Preferred Stock; and                                                                                                                                                                                                                                                                                                   

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| | (m) | Limitation on Conversion. Notwithstanding
        anything to the contrary set forth herein the Preferred Stock held by
        a particular Purchaser shall not convert if, upon giving effect to such
        conversion, the aggregate number of shares of Common Stock beneficially
        owned by that Purchaser and its affiliates exceed 4.99% of the outstanding
        shares of the Common Stock following such conversion unless expressly
        waived by the Purchaser in the Notice of Conversion.
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Liquidation Provisions

3.        In the event
  of any liquidation, dissolution or winding up of the Company, whether voluntary
  or involuntary, holders of Preferred Stock shall be entitled to receive an amount
  equal to $1,000 per share, plus any accrued and unpaid dividends. After the
  full preferential liquidation amount has been paid to, or determined and set
  apart for the Preferred Stock and all other series of preferred stock hereafter
  authorized and issued, if any, the remaining assets of the Company available
  for distribution to shareholders shall be distributed ratably to the holders
  of the Common Stock. In the event the assets of the Company available for distribution
  to its shareholders are insufficient to pay the full preferential liquidation
  amount per share required to be paid to the holders of Companys Preferred
  Stock, the entire amount of assets of the Company available for distribution
  to shareholders shall be paid up to their respective full liquidation amounts
  first to the holders of Series A Convertible Preferred Stock, then to the holders
  of Preferred Stock, then to any other series of preferred stock hereafter authorized
  and issued, all of which amounts shall be distributed ratably among holders
  of each such series of preferred stock, and the Common Stock shall receive nothing.
  A reorganization or any other consolidation or merger of the Company with or
  into any other corporation, or any other sale of all or substantially all of
  the assets of the Company, shall not be deemed to be a liquidation, dissolution
  or winding up of the Company within the meaning of this Section 3, and the Preferred
  Stock shall be entitled only to: (i) the rights provided in any agreement or
  plan governing the reorganization or other consolidation, merger or sale of
  assets transaction; (ii) the rights contained in the Nevada General Business
  Corporation Law; and (iii) the rights contained in other Sections hereof.

Dividend Provisions

4.         The holders
  of shares of Preferred Stock shall not be entitled to receive any dividends.

Reservation of Stock to be issued upon Conversion

5.        The Company shall
  at all times reserve and keep available out of its authorized but unissued shares
  of Common Stock solely for the purpose of effecting the conversion of the shares
  of the Preferred Stock such number of its shares of Common Stock as shall from
  time to time be sufficient, based on the Conversion Rate then in effect, to
  effect the conversion of all then outstanding shares of the Preferred Stock.
  If at any time the number of authorized but unissued shares of Common Stock
  shall not be sufficient to effect the conversion of all then outstanding shares
  of the Preferred Stock, then, in addition to all rights, claims and damages
  to which the holders of the Preferred Stock shall be entitled to receive at
  law or in equity as a result of such failure by the Company to fulfill its obligations
  to the holders hereunder, the Company will take any and all corporate or other
  action as may, in the opinion of its counsel, be helpful, appropriate or necessary
  to increase its authorized but unissued shares of Common Stock to such number
  of shares as shall be sufficient for such purpose.

Notices

6.        In the event
  of the establishment by the Company of a record of the holders of any class
  of securities for the purpose of determining the holders thereof who are entitled
  to receive any distribution, the Company shall mail to each holder of Preferred
  Stock at least twenty (20) days prior to the date specified therein a notice
  specifying the date on which any such record is to be taken for the purpose
  of such distribution and the amount and character of such distribution.

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7.        Any notices required
  by the provisions hereof to be given to the holders of shares of Preferred Stock
  shall be deemed given if deposited in the United States mail, postage prepaid
  and return receipt requested, and addressed to each holder of record at its
  address appearing on the books of the Company or to such other address of such
  holder or its representative as such holder may direct.

Voting Provisions

8.        Except as otherwise expressly
  provided or required by law, the Preferred Stock shall have no voting rights.

IN WITNESS WHEREOF, the Company has caused this Certificate
  of Designation of Series A Convertible Preferred Stock to be duly executed by
  its President and attested to by its Secretary this 27th day of February, 2004,
  who, by signing their names hereto, acknowledge that this Certificate of Designation
  is the act of the Company and state to the best of their knowledge, information
  and belief, under the penalties of perjury, that the above matters and facts
  are true in all material respects.

| | DELBROOK CORPORATION
      /s/ Peter Schulhof
        Peter Schulhof, 
        President
      /s/ Peter Schulhof
        Peter Schulhof, 
        Secretary
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

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EXHIBIT A

CONVERSION CERTIFICATE 
  DELBROOK CORPORATION Series A Convertible Preferred Stock

The undersigned holder (the Holder) is surrendering
  to Delbrook Corporation, a Nevada corporation (the Company), one
  or more certificates representing shares of Series A Convertible Preferred Stock
  of the Company (the Preferred Stock) in connection with the conversion
  of all or a portion of the Preferred Stock into shares of Common Stock, $0.001
  par value per share, of the Company (the Common Stock) as set forth
  below.

1.        The Holder understands that the
  Preferred Stock was issued by the Company pursuant to the exemption for registration
  under the United States Securities Act of 1933, as amended (the 1933 Act),
  provided by Regulation S promulgated thereunder.

2.        The Holder acknowledges that
  the Certificate(s) representing the Common Stock may be legended with the following
  legend:

| | THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
        BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
        (ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
        (STATE ACT) AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED
        OF FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE ON THE FACE HEREOF, AND
        THEREAFTER MAY NOT BE TRANSFERRED TO A CITIZEN OR RESIDENT OF THE UNITED
        STATES OF AMERICA, INCLUDING THE ESTATE OF ANY SUCH PERSON, A TRUST OF
        WHICH ANY SUCH PERSON IS A BENEFICIARY, OR A CORPORATION, PARTNERSHIP,
        TRUST OR OTHER ENTITY, ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF
        AMERICA, ITS TERRITORIES AND POSSESSIONS AND ALL AREAS UNDER THE JURISDICTION
        OF THE UNITED STATES OF AMERICA, IN THE ABSENCE OF COMPLIANCE WITH REGULATION
        S UNDER THE ACT, A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
        SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
        COMPANY AND ITS COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY
        AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
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3.        The Holder represents and warrants
  that all offers and sales of the Common Stock issued to the Holder upon such
  conversion of the Preferred Stock shall be made (a) pursuant to an effective
  registration statement under the 1933 Act, (in which case the Holder represents
  that a prospectus has been delivered) (b) in compliance with Rule 144, or (c)
  pursuant to some other exemption from registration.

| | Number of Shares of Preferred Stock being Converted: _________________________________________________________
      Applicable Conversion Rate: ____________________________________________________________________________
      OR
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Applicable Alternative Conversion Rate: _____________________________________________________________________
      Number of Shares of Common Stock To be issued: ______________________________________________________________
      Conversion Date: _______________________________________________________________________________________
      Delivery instructions for certificates of Common Stock and for new certificates
        representing any remaining shares of Preferred Stock:
      _____________________________________________________________________________________________________
      _____________________________________________________________________________________________________
      _____________________________________________________________________________________________________
      _____________________________________________________________________________________________________
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.        The undersigned represents, warrants
  and certifies as follows (one (only) of the following must be checked):

| |  ̈ | A. | the undersigned holder (i) at the time of conversion of the Preferred
      Stock is not in the United States; (ii) is not a U.S. Person
      as defined in Regulation S under the United States Securities Act of 1933,
      as amended and is not exercising the Preferred Stock on behalf of a U.S.
      Person; and (iii) did not execute or deliver this Conversion Certificate
      in the United States; OR                                                         
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| |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  ̈ | B. | the undersigned holder (i) purchased the Preferred Stock directly from
      the Company pursuant to a written subscription agreement; (ii) is converting
      the Preferred Stock solely for its own account and not on behalf of any
      other person; and (iii) each of the representations and warranties made
      at the time of subscription for the purchase of the Preferred Stock remains
      true and correct on the date of conversion of the Preferred Stock; OR
| |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  ̈ | C. | the undersigned holder has delivered to the Company an opinion of counsel
      (which will not be sufficient unless it is from counsel of recognized standing
      and in form and substance satisfactory to the Company) to the effect that
      an exemption from the registration requirements of the 1933 Act and applicable
      state securities laws is available.                                                                                                      
| |   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

DATED this _____ day of ______________ , 20___.

|                                | ) | _____________________________________________________________________
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|_______________________________ | ) | Signature                                                            
|Witness                         | ) |                                                                      
|                                | ) | _____________________________________________________________________
|                                | ) | Print full name                                                      
|                                | ) |                                                                      
|                                | ) | _____________________________________________________________________
|                                | ) | Address in full                                                      
|                                | ) |                                                                      
|                                | ) | _____________________________________________________________________

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