DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ

Certificate of Designation
(PURSUANT TO NRS 78.1955)

IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM.
                                              ABOVE SPACE IS FOR OFFICE USE ONLY

                           CERTIFICATE OF DESIGNATION
                           --------------------------
                         FOR NEVADA PROFIT CORPORATIONS
                         ------------------------------
                            (PURSUANT TO NRS 78.1955)

1. Name of corporation:
     Dynamic Biometric Systems, Inc.

2. By resolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following regarding
the voting powers, designations, preferences, limitations, restrictions and
relative rights of the following class or series of stock:

     1. Name.  The name of the corporation is Dynamic Biometric Systems, Inc.
(the "Company").

2. Text of Resolution.  The Board of Directors (the "Board") of the Company duly
adopted a resolution in the form attached hereto as Exhibit A and incorporated
herein by this reference, establishing and designating the Series A 15%
Cumulative Convertible Preferred Stock of the Company, and fixing and
determining the relative preferences, privileges and voting powers of the shares
of such series and the restrictions and qualifications thereof, all as set forth
in such resolution.

3. Statement and Date of Adoption.  The aforementioned resolution was duly
adopted by the Board effective as of October 14, 2005.

     IN WITNESS WHEREOF, the undersigned hereby certify this 14th day of October
2005 that the foregoing statement has been duly adopted by and on behalf of the
Corporation as set forth above.

3. Effective date of filing (optional):          10/14/05
     (must not be later than 90 days after the certificate is filed)

4. Officer Signature:     /s/ Lanny R. Lang
                          -----------------

FILING FEE: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. SEE ATTACHED FEE SCHEDULE.
Nevada Secretary of State AM 78.1955 Designation 2003
                                                            Revised on: II/03/03

<PAGE>
Dynamic Biometric Systems, Inc.
Resolution of Designation of the Series A 15%
  Cumulative Convertible Preferred Stock
----------------------------------------
Page 12 of 12


                                    EXHIBIT A
                                        2
                         DYNAMIC BIOMETRIC SYSTEMS, INC.

                          RESOLUTION OF DESIGNATION OF
               SERIES A 15% CUMULATIVE CONVERTIBLE PREFERRED STOCK


     RESOLVED, that pursuant to the authority granted to the Board of Directors
(the "Board") of Dynamic Biometric Systems, Inc., a Nevada corporation (the
"Company") and in accordance with the provisions of the Articles of
Incorporation of the Company, the Board hereby creates a series of preferred
stock designated as Series A 15% Cumulative Convertible Preferred Stock with a
Preference Amount equal to $1.00 per share, states the number of shares thereof
to be 2,000,000 shares and fixes the relative rights, preferences and
limitations of such shares as follows:

     1.     DEFINITIONS.

     For purposes of this Resolution, the following definitions shall apply:

     1.1.     Accrual Date shall mean each March 31st, June 30th, September
30th, and December 31st for so long as any Shares remain outstanding.  Such
accrual shall commence when cash equivalent funds are accepted for the purchase
of Shares and in the case of an event which occurs other than on an Accrual
Date, including but not limited to Liquidation Events or establishing a
Redemption Price, or other similar event, on such actual date.

     1.2.     Audited Net Revenues shall mean revenues, net of any allowances
for returns, allowances or other adjustments required by Generally Acceptable
Accounting Principals, consistently applied, as reported by a independent
accounting firm which is both qualified to prepare reports for companies
reporting to the SEC and mutually acceptable to a majority of the Record
Holders.  Such revenues will be calculated from Company annual reports delivered
within 91 days of the end of the Company's fiscal year.

     1.3.     Board shall mean the Board of Directors of the Company.

     1.4.     Common Stock shall mean the common stock of the Company.

     1.5.     Common Stock Equivalent shall mean any securities convertible into
Common Stock or exercisable for the purchase of Common Stock whose conversion
price, exercise price, or equivalent is less than or equal to the Conversion
Price.

     1.6.     Company shall mean Dynamic Biometric Systems, Inc., a Nevada
corporation, or any successor.

     1.7.     Controlling Holders shall mean Record Holders which own a majority
of the Shares issued under this Resolution of Designation as indicated on the
records of the Company.

     1.8.     Conversion Date shall mean the date on which the Shares are
converted to Common Stock whereupon the rights of the Record Holders will cease
with respect to the Shares and certificates for shares of Common Stock will be
issued to such Record Holders who will become the holders of record of the
shares of Common Stock represented thereby.

     1.9.     Conversion Price shall mean the initial price of $ 0.105 but which
may be adjusted in accordance with Article 5.

     1.10.     Cumulative Dividend shall mean a dividend with respect to the
Shares accruing from the date of payment of consideration for the Shares to the
Accrual Date at a rate of fifteen percent (15%) per annum of the Preference
Amount ($.15 per Share per year).

     1.11.     Demand Event shall mean (a) anytime after July 1, 2006, if the
Company fails to maintain trading status on the OTC Bulletin Board or other
national exchange or trading market with greater eligibility requirements or (b)
any breach in the terms of this Resolution of Designation.

     1.12.     Distribution shall mean the transfer of cash or property without
consideration, by way of dividend or otherwise (except a dividend in shares of
the capital stock of the Company), or the purchase or redemption of shares of
capital stock of the Company for cash or property, excluding the repurchase of
any shares from a terminated employee or consultant of the Company within terms
of the agreement providing such repurchase.

     1.13.     Exchange Act shall mean the Securities Exchange Act of 1934, as
amended.

     1.14.     Liquidation Event shall mean any liquidation, dissolution or
winding up of the Company or the sale or transfer of all or substantially all of
the assets of the Company, whether voluntary or involuntary.  This shall include
a merger where the common shareholders of the Company do not hold a majority of
the equity in the surviving entity.

     1.15.     Person shall mean an individual, partnership, joint venture,
limited liability company, corporation, trust, unincorporated organization or
government, or any department or any agency thereof.

     1.16.     Preference Amount shall mean $1.00 per Share.

     1.17.     Record Date shall mean the date established by the Board for the
determination of Record Holders of Shares entitled to receive dividends so
declared by the Board, or in the case of a subdivision or combination, the date
established by the Board upon which such corporate action becomes effective.

     1.18.     Record Holder shall mean any Person who has legal title to the
Shares as set forth by the stock ownership records of the Company as of the
Record Date.

<PAGE>
1.19.     Redemption Date shall mean the date fixed by the Redemption Notice for
the Company to exercise its optional Redemption Rights.

     1.20.     Redemption Demand shall mean the notification by the Controlling
Holders that the Company has caused a Demand Event.

     1.21.     Redemption Notice shall mean a written notice mailed to each
Record Holder 45 days in advance of the Redemption Date.

     1.22.     Redemption Price shall mean the cash amount of the Preference
Amount per Share and, in addition, an amount in cash equal to all accrued and
unpaid dividends on the Shares accumulated as provided in Paragraph 2.1 to and
including the date fixed for redemption, and theretofore unpaid.

     1.23.     Redemption Rights shall mean the right of the Company to
repurchase the Shares upon proper notice.

     1.24.     SEC shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act or the
Exchange Act.

     1.25.     Securities Act shall mean the Securities Act of 1933, as amended.

     1.26.     Share shall mean a share of Series A Preferred Stock.

     1.27.     Shareholder shall mean any Person who has legal title to the
Common Stock, the Series A Preferred Stock or any other series of preferred
stock of the Company designated with the right to receive liquidation proceeds
of the Company as set forth by the stock ownership records of the Company as of
the Record Date.

     2.     DIVIDENDS.

     2.1.     General Obligation.  When and as declared by the Board, the
Company shall pay dividends to the Record Holders.  Except as otherwise provided
herein, Cumulative Dividends on each Share will accrue on each Accrual Date
after consideration for the Shares are received whether or not such dividends
shall have been declared or whether or not there are profits, surplus or other
funds of the Company legally available for the payment of such dividends,
provided, however, dividends will be paid only at such time as both funds of the
Company are legally available for payment thereof and the Board declares and
authorizes such payment.

     2.2.     Priority.  The Shares are senior to all other capital stock of the
Company, including the Common Stock and any other series or class of stock as
may be designated by the Board from time to time, in right of priority to
Distributions paid as dividends or otherwise.  No dividends or other
Distributions with respect to any other series or class of capital stock of the
Company shall be declared or paid prior to the declaration and payment in full
of all Cumulative Dividends accrued as of the last proceeding Accrual Date.

     3.     LIQUIDATION EVENT AND REDEMPTION.

     3.1.     Upon Liquidation.  Upon occurrence of a Liquidation Event, the
Record Holders will be entitled to be paid, before any payment or other
Distribution is made upon any other equity securities of the Company, an amount
in cash equal to the Preference Amount plus any accrued but unpaid dividends
thereon up to the date of occurrence of the Liquidation Event.  Depending on the
date of the Liquidation Event, after the Preference Amount plus accrued
dividends have been paid on all outstanding Shares, any remaining funds and
assets of the Company legally available for distribution to the Shareholders
will be distributed ratable among the Shareholders in accordance with their
Common Stock holdings on an as converted basis.  This means the Record Holders
                            ------------------
will participate with the holders of the Common Stock in the balance of the
Distribution in an amount equal to the number of shares of Common Stock the
Record Holders would have received if the Shares had converted immediately prior
to the Liquidation Event.  For example, if the Shares outstanding at the time of
the Liquidation Event converted into ten percent (10%) of the Company, then the
Record Holders of such Shares would get their Preference Amount and any accrued
and unpaid dividends and then receive ten percent (10%) of the amount to be
distributed to the Common Stock Shareholders thereafter.  This right to share on
a "as converted" basis shall be limited to each Record Holder receiving twenty
(20) times the amount they paid to purchase their Shares until December 31,
2006, but thereafter this right to participate is unlimited.  The Record
Holders, in their sole option, always have the right to convert their Shares and
participate in the proceeds from the Liquidation Event as Common Stock.  Any
dispute regarding the Distribution proceeds between the Record Holders and the
Company shall be determined by an appraisal by a mutually agreed upon appraiser.
The Company and the Record Holders shall each pay one-half of the cost of this
appraisal.

     3.2.     If, upon any Liquidation Event, the assets of the Company to be
distributed among the Record Holders are insufficient to permit payment in full
to each Record Holder of the Preference Amount plus any accrued and unpaid
dividends thereon, then the entire assets to be distributed will be distributed
ratably among such Record Holders.  The Company will mail written notices of a
Liquidation Event not less than 20 days prior to the payment date stated therein
to each Record Holder.

     3.3.     Company Redemption.

     3.3.1.     The Company may at any time it may lawfully do so, at the option
of the Board, redeem all, but not less than all, of the Shares by paying the
Redemption Price in cash.

     3.3.2.     At least 45 days prior to the date fixed for any redemption of
the Shares the Company shall mail a Redemption Notice to each Record Holder at
such Record Holder's address last shown on the records of the Company, stating
the Company's intention to redeem the Shares.  Such Redemption Notice shall
specify the Redemption Date, the date on which the Record Holders' conversion
rights relating to the Shares terminate and call upon the Record Holders to
surrender to the Company, in the manner and at the place designated, the
certificates representing the Shares to be redeemed.  On or after the Redemption
Date, each Record Holder of the Shares to be redeemed shall surrender the
certificate or certificates representing the Shares to the Company in the manner
and at the place designated in the Redemption Notice, and thereupon the
Redemption Price shall be paid to the order of the person whose name appears on
such certificate or certificates as the owner thereof, and each surrendered
certificate shall be cancelled.  From and after the Redemption Date, unless
there shall be a default in the payment of the Redemption Price, all rights of
the Record Holders of the Shares, except the right to receive the Redemption
Price without interest thereon upon the surrender of their certificate or
certificates, shall cease.  Such Shares shall not thereafter be transferable on
the books of the Company or be deemed outstanding for any purpose whatsoever.

     3.3.3.     On or prior to the Redemption Date, the Company shall deposit
the Redemption Price of all Shares then outstanding with a national bank in the
United States, or any affiliate bank thereof, as a trust fund for the benefit of
the Record Holders.  Any moneys so deposited by the Company relating to Shares
converted into Common Stock shall be immediately returned to the Company no
later than the day after the Redemption Date.  The Company may request release
of the funds upon voluntary conversions.  Any moneys remaining unclaimed at the
expiration of one year following the Redemption Date shall be returned to the
Company upon its request expressed in a resolution of the Board.  If no claim is
submitted within three years of the Redemption Date, the Company may cancel the
Shares and the Record Holder shall have no further claim on the Company.

     3.4.     Optional Record Holder Redemption.  Upon the occurrence of any
Demand Event, at the sole option of the Controlling Holders, such Record Holders
may elect, in their sole discretion, to demand the Company pay within five
business days from the date of the Notice, all the Record Holders the Redemption
Price.  The Controlling Holders may appoint an agent and such agent's acts will
bind all other Record Holders.

     3.4.1.     Default on the Redemption Demand.  If the Company fails to pay
the Redemption Price of a Redemption Demand when due, upon ten (10) days notice,
the Controlling Holders or their agent, if one has been appointed, may declare a
default in the Redemption Demand and thereafter an amount equal to 120% of the
Redemption Price shall be payable to the Record Holders and shall be evidenced
by a note or notes issued by the Company (the "Redemption Notes").  Such
Redemption Notes shall bear annual interest at a rate of twenty percent (20%)
per annum payable monthly and will be due on demand.  The Company will,
immediately upon notice, execute documentation to secure its liability under the
Redemption Notes by a pledge of all its assets.

     3.4.2.     Power of Attorney.  Upon the declaration of a default under
Section 3.4.1 hereof, an agent representing a majority of the Record Holders
shall have the right to act as the attorney in fact for the Company for the
purpose of issuing the notes and executing security interests and pledges on all
of the Company's assets.

     3.4.3.     Right to Additional Board Seats.  Upon the conversion of the
Shares into a Note or Notes under this section, if necessary, the Company's
by-laws shall be deemed amended and the Record Holders shall have the right to
immediately and without further notice appoint a majority of the Board.

     4.     CONVERSION.

     4.1.     Voluntary Conversion.  At any time prior to a Redemption Date, but
not thereafter, Record Holders shall have the right to convert their Shares and
any accumulated dividends into shares of Common Stock in accordance with Section
4.3 or 4.4 hereof.

     4.2.     Automatic conversion.  Starting one year after the Company's
Common Stock starts trading on either the OTC Bulletin Board or the NASDAQ, if
the asking price of the Common Stock on the OTC Bulletin Board or the NASDAQ
exceeds five times the Conversion Price for 60 consecutive trading days, the
Shares and any accumulated dividends will automatically convert into Common
Stock in accordance with Section 4.3 hereof.  The Company shall send a notice to
Record Holders upon such automatic conversion.

     4.3.     Conversion Ratio.  Upon conversion of the Shares, Record Holders
shall receive the number of shares of Common Stock equal to the Preference
Amount, plus all accrued and unpaid dividends, divided by the Conversion Price,
unless the Record Holders elect to have such accrued and unpaid dividends paid
in cash under Section 4.4 hereof.

     4.4.     Mechanics of Conversion.  Each Record Holder who converts Shares
into Common Stock shall surrender their certificate or certificates, duly
endorsed, to the office of the Company, or the Company's "Transfer Agent" for
the Shares, if such transfer agent has been engaged by the Company, and shall
give written verification to the Company of the number of Shares being
converted.  Thereupon, the Company, or its Transfer Agent, shall promptly issue
and deliver by overnight delivery to such Record Holder a certificate or
certificates for the number of shares of Common Stock to which such Record
Holder is entitled.  Upon the surrender of any Share certificate the Record
Holder may elect through a written notice to have undeclared cumulative
Dividends as accrued under the provisions of Article 2 hereof, paid in cash
within 30 days of surrender of the Share certificate.

     4.5.     Fractional Shares.  Any fractional shares of Common Stock to be
issued upon the conversion of the Shares shall be rounded up to the next whole
share of common stock.

     5.     ANTI-DILUTION ADJUSTMENTS.

     The Conversion Price and the number and kind of Shares shall be subject to
adjustment from time to time upon the happening of certain events as provided in
this Article 5.

     5.1.     Mechanical Adjustments.

     5.1.1     In the event the Company, at any time or from time to time prior
to the exercise of the conversion of all the Shares, shall declare or pay any
dividend on the Common Stock payable in Common Stock or Common Stock
Equivalents, or effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in
Common Stock or Common Stock Equivalents), then and in any such event, the
Conversion Price shall be adjusted by multiplying (i) the Conversion Price prior
to the adjustment by (ii) the number of shares of Common Stock (including all
Common Stock issuable in exchange for Common Stock Equivalents, if applicable)
outstanding immediately prior to the Record Date and (iii) dividing the result
by the number of shares of Common Stock outstanding immediately after the Record
Date.

     5.1.2     In the event the Company, at any time or from time to time prior
to the exercise of the conversion rights of all the Shares, makes or fixes a
record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in capital stock of the Company other
than shares of Common Stock or Common Stock Equivalents, then and in each such
event, provision shall be made so that the Record Holders shall receive upon
exercise of their conversion rights, in addition to the number of shares of
Common Stock receivable thereupon, the amount of securities which such Record
Holders would have received had they exercised their conversion rights prior to
such effective record date.

     5.1.3     All calculations under this section shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.

     5.2.     Notices of Adjustment.  Whenever the number of Shares or the
Conversion Price is adjusted as herein provided, the Company shall prepare and
deliver to the Record Holders a certificate signed by its Chief Executive
Officer or President, and any Vice President, Treasurer or Secretary.  Such
                      ---
certificate shall set forth the adjusted number of Common Shares purchasable
upon the conversion of the Shares and the Conversion Price of such Shares after
such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.

     5.3.     No Adjustment for Cash Dividends.  Except as provided in Section
5.1 hereof, no adjustment in respect of any cash dividends shall be made while
the Shares are outstanding.  However, Record Holder's shall receive a written
notice of such declaration of such dividend payable at least 20 days prior to
the Record Date.  Record Holders have the right but not the obligation to notify
the Company of their election to convert before the Record Date and receive such
Dividend.

     5.4.     Preservation of Purchase Rights in Certain Transactions.  In case
of any reclassification, capital reorganization or other change of outstanding
shares of Common Stock (other than a subdivision or combination of the
outstanding Common Stock and other than a change in the par value of the Common
Stock) or in case of any consolidation or merger of the Company with or into
another corporation (other than merger with a subsidiary in which the Company is
the continuing corporation and that does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of
the class issuable upon the conversion of the Shares) or in the case of any
sale, lease, transfer or conveyance to another corporation of the property and
assets of the Company as an entirety or substantially as an entirety, the
Company shall, as a condition precedent to such transaction, cause such
successor or purchasing corporation, as the case may be, to execute an agreement
granting all Record Holders the right thereafter to convert the Shares into the
kind and amount of shares, and other securities and property which the Record
Holder would have owned or have been entitled to receive after the happening of
such reclassification, change, consolidation, merger, sale or conveyance had the
conversion right been exercised immediately prior to such action.  Such
agreement shall provide for adjustments in respect of such shares of stock, and
other securities and property, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 5.  In the event
that in connection with any such reclassification, capital reorganization,
change, consolidation, merger, sale or conveyance, additional shares of Common
Stock shall be issued in exchange, conversion, substitution or payment, in whole
or in part, for, or of, a security of the Company other than Common Stock, any
such issue shall be treated as an issue of Common Stock covered by the
provisions of Article 5.  The provisions of this section shall similarly apply
to successive reclassifications, capital reorganizations, consolidations,
mergers, sales or conveyances.

     5.5.     Dilutive Issuance.  Except as provided in Section 5.9 hereof, in
the event the Company shall issue additional shares of Common Stock or Common
Stock Equivalents without consideration or for a consideration per share less
than the Conversion Price in effect on the date of and immediately prior to such
issuance (a "Dilutive Price"), then, and upon such event, the then Conversion
Price shall be reduced concurrently with such issuance to the Conversion Price
determined as follows; (i) the number of shares of Common Stock and Common Stock
Equivalents outstanding immediately prior to the issuance that results in the
adjustment, shall be multiplied by (ii) such Conversion Price in effect
immediately prior to such issuance, and to the result (iii) shall be added the
actual consideration received for the additional shares of Common Stock and
Common Stock Equivalents, thereupon the resulting total (iv) shall be divided by
the sum of (A) the number of shares of Common Stock and Common Stock Equivalents
outstanding immediately prior to the issuance that results in the adjustment and
(B) the number of additional shares of Common Stock and Common Stock Equivalents
resulting in the adjustment.  If the quotient thus obtained is less than the
Conversion Price then in effect, such quotient shall be the adjusted Conversion
Price until further adjusted as provided herein.  In the event that the amount
raised at the Dilutive Price is greater than an accumulated amount of $500,000
since the date of the approval of this Resolution of Designation and the average
                                                                 ---
price paid is less than the Conversion Price then in effect, then the Conversion
Price shall be adjusted to the lowest price paid for these securities without
the calculations required by this section.

     5.6.     Determination of Consideration.  For purposes of Section 5.5
hereof, the consideration received by the Company for the issuance of any
additional shares of Common Stock or Common Stock Equivalents shall be computed
as follows:

     5.6.1.     All calculations under Section 5.6 hereof shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.

     5.6.2.     Insofar as the consideration consists of cash, the aggregate
amount of cash received by the Company excluding amounts paid or payable for
accrued interest or accrued dividends.

     5.6.3.     Insofar as the consideration consists of property other than
cash, at the fair value thereof at the time of such issue, as determined in good
faith by the Board.

     5.6.4.     In the event additional shares of Common Stock are issued
together with other shares of securities or other assets of the Company for
consideration which covers both cash and property other than cash, the
proportion of such consideration so received, computed as provided in Sections
5.6.2. and 5.6.3. hereof, as determined in good faith by the Board.

     5.6.5.     If the Controlling Holders dispute the finding of the Board, all
such determinations shall be made by a mutually agreed upon appraiser.

     5.6.6.     For the purpose of computing the initial adjustment of the
Conversion Price, in the event the Company Common Stock Equivalents, the
consideration per share received by the Company for such Common Stock
Equivalents shall be determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issue of such
Common Stock Equivalents, plus the minimum aggregate amount of additional
consideration payable to the Company upon the exercise or the conversion of
exchange of such Common Stock Equivalents, or in the case of options for
convertible securities, the exercise of such options for convertible securities
and the conversion or exchange of such convertible securities, by (ii) the
maximum number of shares of Common Stock issuable upon the exercise of or the
conversion or exchange of Common Stock Equivalents.

     5.7.     Issuance Costs.  Any commission, fees, costs or other expenses
related to the issuance of any additional shares of Common Stock or Common Stock
Equivalents shall not be included in the consideration received by the Company.

5.8.     Adjustments for Other Dividends.  In the event the Company at any time
or from time to time makes, or fixes a Record Date, then and in each such event,
provision shall be made so that the Record Holders receive upon conversion
thereof, in addition to the number of shares of Common Stock receivable
thereupon, the amount of securities of the which such Record Holders would have
received had the Shares been converted prior to such Record Date.

5.9.     Exceptions.  Excluding issuances to Record Holders and affiliates of
Record Holders that own more than twenty percent (20%) of the Company's
outstanding Common Stock and voting Common Stock Equivalents, the foregoing
provisions of this Article 5 notwithstanding, no adjustment shall apply to the
issuance of up to 3,000,000 shares of Common Stock authorized for issuance under
the 2005 Equity Incentive Plan.

5.10.     "Tag Along" Rights.  If any Record Holders receive an offer to
purchase any of their Shares by a third party, whereby such third party
(including any affiliate or person or persons that are acting in concert with
such third party) would have effective control of the outstanding voting shares
of the Company, such Record Holder shall not entertain, accept or otherwise
negotiate such offer unless such offer is extended to all of the Record Holders.

     6.     RIGHTS AND RESTRICTIONS.

     6.1.     Board Representation.  For so long as the Shares remain
outstanding, the Board shall not exceed five members and the Record Holders
shall elect one member to the Board voting as provided in Article 8 hereof.

     6.2.     Restrictions.  Without the affirmative approval of at least
sixty-seven percent (67%) of the issued Shares, the Company may not (i)
authorize or issue, or obligate itself to issue, any other equity security
senior to or on a parity with the Series A Preferred, as to dividend,
liquidation preferences or conversion rights; (ii) increased or decrease (other
than by redemption or conversion) the total number of authorized shares of
Series A Preferred Stock; (iii) change, by amending the Company's Articles of
Incorporation, by-laws, or otherwise, any of the rights, preferences, privileges
or limitations provided for herein for the benefit of the Shares; or (iv) make
any Distribution, as a dividend, in liquidation or otherwise, in preference to
the distribution rights of the Shares.

     6.3.     Non limiting as to business combinations.  Nothing in the Article
shall be construed as limiting the Company's ability to make any subdivision or
combination of the outstanding Common Stock or approving any merger,
consolidation, asset sale or stock sale.

     7.     RIGHT OF FIRST REFUSAL.

     Excluding (i) a firmly underwritten stock offering with proceeds exceeding
$10,000,000, (ii) the issuance of shares of Common Stock upon the exercise of
the series A through F warrants, or (iii) shares issued under the 2005 Equity
Incentive Plan, each Record Holder shall be given the right to purchase such
Record Holder's pro rata portion of any equity securities offered by the Company
(other than the warrants or options offered to employees and consultants under
the Incentive Stock Option Plan, shares issued in a merger or in connection with
obtaining a lease line, line of credit or a similar financing transaction) on
the same terms and conditions as the Company offers such securities to other
potential investors.  The pro rata portion to which each Record Holder is
entitled shall be calculated based upon such Record Holder's percentage of
ownership of the Company's outstanding Common Stock assuming conversion of all
outstanding convertible securities and of the Shares as provided in Section 4.3
hereof.

     8.     VOTING RIGHTS.

     Each Share will vote on an "as converted" basis except the Shares shall
vote as a single class to elect one director to serve on the Board or other
matters identified in Article 6.  Any action to be taken by the Record Holders
as a class may be taken without a separate meeting, by consent resolution of the
Controlling Holders or the required percentage of Shares as the case may be.

     9.     INFORMATION RIGHTS.

     The Company shall provide to all Record Holders an audited annual report
containing a balance sheet, income statement and statement of cash flows for the
fiscal year within 120 days after the end of each fiscal year.  Such financial
statements shall be prepared by an SEC qualified independent auditing firm.

     10.     NOTICES.

     All notices referred to herein, except as otherwise expressly provided,
will be hand delivered or made by mail, postage prepaid, and will be deemed to
have been given when so hand delivered or mailed to the last known address of
the Record Holder as set forth on the stock ledger of the Company.