Exhibit
      4.2

     

    DEAN
      HELLER

    Secretary
      of State

    2067
      North Carson Street

    Carson
      City, Nevada 89701-4299

    (775)
      684
      5708

    Website:
      secretaryofstate.biz

     

     

    
      	 	FILED # C19663-04
	 	
              SEP
                23 2004

            


    

     

    
      	
               

              Certificate
                of Designation

              (Pursuant
                to NRS 78.1955)

            


    

    


    Certificate
      of Designation

    For
      Nevada Profit Corporations

    (Pursuant
      to NRS 78.1955)

    


    1.
         Name
      of
      corporation:

    


    ESPRE
      SOLUTIONS, 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.  	
              Designation
                and Amount. The shares of such series shall be designated as the
“Series A
                Cumulative Convertible Preferred Stock, $.001 per share (the “Series A
                Preferred Stock”) and the number of shares constituting such series shall
                be 5,000,000. Such number of shares may be increased or decreased
                from
                time-to-time by resolution of the Board of Directors; provided, however,
                that such number may not be decreased below the number of then currently
                outstanding shares of Series A Preferred
                Stock.

            


    

    


    
      	2.  	
              Certain
                Definitions. For the purposes of the Certificate of Designation,
                Preferences and Rights which embodies this resolution, unless the
                context
                otherwise requires, capitalized terms used and not otherwise defined
                in
                such Certificate of Designation, Preferences and Rights shall have
                the
                following meanings (with terms defined in the singular having comparable
                meanings when used in the plural):

            


    

    


    Continued
      on attached pages.

    


    3.     Effective
      date of filing (optional):

    


    4.     Officer
      Signature:  /s/
      Peter Ianace      

    Peter
      Ianace, President

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    CONTINUATION

    CERTIFICATE
      OF DESIGNATION

    OF

    ESPRE
      SOLUTIONS, INC.

    


    “Additional
      Shares of Common Stock” shall mean all shares (including treasury shares) of
      common stock issued or sold by the Company after the date hereof, whether or
      not
      subsequently reacquired or retired by the Company, other than (i) shares of
      common stock issued upon conversion of the Series A Preferred Stock or (ii)
      shares of common stock issued concurrently with the issuance of the Series
      A
      Preferred Stock.

    


    “Business
      Day” shall mean any day on which banks are open for business in Plano, Texas
      (other than a Saturday or Sunday), provided that any reference to “days” (unless
      Business Days are specified) shall mean calendar days.

    


    “Commission”
      shall mean the Securities and Exchange Commission or any successor federal
      agency having similar powers.

     

    “Common
      Stock” shall mean the common stock of the Company, par value $.001 per share,
      and any stock into which such stock shall have been converted or changed or
      any
      stock resulting from any reclassification of such stock and all other stock
      of
      any class or classes (however designated) of the Company, the holders of which
      shall have the right, without limitation as to amount, either to all or to
      a
      share of the balance of current dividends and liquidating dividends after the
      payment of dividends and distributions on any shares entitled to preference.
      

    


    “Company”
      shall mean Espre Solutions, Inc., a Nevada corporation.

    


    “Conversion
      Rate” shall initially be one (1) share of Common Stock for each share of Series
      A Preferred Stock. The Conversion Rate, in effect for the prior sentence, shall
      be adjusted and readjusted from time-to-time as provided in Section 6 and,
      so
      adjusted and readjusted, shall remain in effect until a further adjustment
      or
      readjustment thereof is required pursuant to Section 6.

    


    “Convertible
      Security” shall mean with respect to the Company any evidence of indebtedness,
      shares of stock (other than Common Stock) or other securities directly or
      indirectly convertible into or exchangeable for Additional Shares of Common
      Stock.

    


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

    


    “Holder”
      shall mean a holder of the Series A Preferred Stock.

    


    “Liquidation
      Value” shall mean, as of any date, an amount equal to $.20 per share of Series A
      Preferred Stock (as appropriately adjusted for any subdivision or combination
      of
      Series A Preferred Stock) plus an amount equal to all dividends (whether or
      not
      declared) accrued and unpaid to such date on the Series A Preferred
      Stock.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “Major
      Decision” shall mean the decision (whether at a meeting or by written consent)
      of the Board of Directors of the Company to do any of the
      following:

    


    (a) To
      create, by reclassification or otherwise, any class or series of stock ranking
      prior to or on a parity with the Series A Preferred Stock either as to dividends
      or upon liquidation, dissolution or winding up;

    


    (b) To
      approve any merger, consolidation or compulsory share exchange of the Company
      with or into any entity;

    


    (c) To
      issue
      any Additional Shares of Common Stock or any Convertible Securities or any
      Options with respect to any of the foregoing, except for Options granted to
      employees of the Company with the approval of the full Board of Directors or
      any
      compensation committee of the Board of Directors; or

    


    (d) To
      amend,
      alter or repeal any of the provisions of the Certificate of Designation,
      Preferences and Rights that embodies this resolution.

    


    “Options”
      shall mean rights, options or warrants subscribe for, purchase or otherwise
      acquire Additional Shares of Common Stock or Convertible
      Securities.

    


    “Other
      Securities” shall mean, when referring to the Company, any stock (other than
      Company Common Stock) and any other securities of the Company or any other
      Person (corporate or otherwise) which the holder of Series A Preferred Stock
      shall at any time be entitled to receive, or shall have received, upon
      conversion of Series A Preferred Stock, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities.

    


    “Securities
      Act” shall mean the Securities Act of 1933, as amended.

    


    “Series
      A
      Conversion Date” shall have the meaning set forth in Section 6(c).

    


    “Series
      A
      Preferred Stock” shall have the meaning specified in Section 1.

    


    “Underlying
      Common Stock” shall mean the shares of Common Stock into which the Series A
      Preferred Stock is convertible.

    


    3.    Dividends
      and Distributions.
      

    


    (a) Dividend
      Amounts and Payment Dates.
      The
      Holders of shares of Series A Preferred Stock, in preference to the holders
      of
      shares of Common Stock of the Company and of any other capital stock of the
      Company ranking junior to the Series A Preferred Stock as to payment or
      dividends, shall be entitled to receive, out of funds legally available for
      that
      purpose, cash dividends at the annual rate of $.10 per share, which dividends
      shall be fully cumulative, in one lump sum payment to each Holder on the first
      day of the calendar month following completion of the Company’s annual audit (or
      if there is none, then on April 1 of each year). Notwithstanding anything to
      the
      contrary in this subsection (a), a preference dividend shall be paid pursuant
      to
      this Section 3(a) only
      if the
      Company has net operating income of not less than $2,500,000 in the calendar
      year immediately preceding the calendar year in which a preference dividend
      is
      required to be paid under this subsection (a). Also notwithstanding anything
      to
      the contrary in this subsection (a), the Board of Directors shall declare and
      pay dividends required to be paid under this subsection (a) unless prohibited
      by
      N.R.S. 78.288 or other applicable Nevada law.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b) Accrual
      of Dividends; Partial Dividend Periods.
      Dividends payable pursuant to this Section 3 shall accrue and be cumulative
      from
      the date on which they are required to be paid, whether or not there are funds
      legally available for the payment of such dividends and whether or not such
      dividends are declared, notwithstanding the obligation of the Board of Directors
      to declare and pay them.

    


    4.    Voting
      Rights.
      The
      Holders of shares of Series A Preferred Stock shall have the following voting
      rights:

    


    (a) Number
      of Votes; Voting with Common Stock.
      Each
      holder of outstanding shares of Series A Preferred Stock shall be entitled
      to
      one (1) vote for each share of Series A Preferred Stock held at the record
      date
      for the determination of stockholders entitled to vote at each meeting of
      stockholders of the Company (and written actions of stockholders in lieu of
      meetings) with respect to any and all matters presented to the stockholders
      of
      the Company for their action or consideration. Except as provided by law, or
      by
      the provisions of the following subsections of this Section 4, holders of Series
      A Preferred Stock shall vote together with the holders of Common Stock as a
      single class.

    


    (b) Adverse
      Effects.
      The
      Company shall not amend, alter or repeal the preferences, rights, powers or
      other terms of the Series A Preferred Stock so as to affect adversely the Series
      A Preferred Stock or the Holders without the written consent or affirmative
      vote
      of at least 66-2/3% of the Holders given in writing or by vote at a meeting,
      consenting or voting (as the case may be) separately as a class. For this
      purpose, without limiting the generality of the foregoing, the authorization
      or
      issuance of any series of preferred stock which is on a parity with or has
      preference or priority over the Series A Preferred Stock as to the right to
      receive either dividends, amounts distributable upon liquidation, dissolution
      or
      winding up of the Company, or upon a sale or a merger of the Company, shall
      be
      deemed to affect adversely the Series A Preferred Stock.

    


    (c) Mergers,
      etc.
      The
      consent of the Holders of not less than 66-2/3% of the outstanding Series A
      Preferred Stock, voting separately as a single class, in person or by proxy,
      either in writing without a meeting or at a special or annual meeting of
      shareholders called for the purpose, shall be necessary for the Company to
      sell
      all or substantially all of the Company’s assets or effect any merger,
      consolidation, share exchange or similar transaction to which the Company is
      a
      party, or to enter into any other transaction resulting in the acquisition
      of a
      majority of the then outstanding voting stock of the Company by another
      corporation or entity.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (d) Other
      Major Decisions.
      The
      consent of Holders of not less than 66-2/3% of the outstanding Series A
      Preferred Stock, voting separately or as a single class, in person or by proxy,
      either in writing without a meeting or at a special or annual meeting of
      shareholders called for the purpose, shall be necessary for the Company to
      approve any Major Decision of the Company.

    


    5.    Certain
      Restrictions.
      

    


    (a) Prohibition
      on Payment of Dividends in Respect of Other Capital Stock.
      Whenever dividends payable on shares of Series A Preferred Stock as provided
      in
      Section 3 hereof are in arrears, thereafter and until all accrued and unpaid
      dividends, whether or not declared, have been paid in full, the Company shall
      not (i) declare or pay dividends, or make any other distributions, on any shares
      of capital stock ranking junior (either as to dividends or upon liquidation,
      dissolution or winding up) to the Series A Preferred Stock or (ii) declare
      or
      pay dividends, or make any other distributions, on any shares of capital stock
      ranking on a parity (either as to dividends or upon liquidation, dissolution
      or
      winding up) with the Series A Preferred Stock, except dividends paid ratably
      on
      the Series A Preferred Stock and all capital stock ranking on a parity with
      the
      Series A Preferred Stock and on which dividends are payable or in arrears,
      in
      proportion to the total amounts to which the holders of all such shares are
      then
      entitled.

    


    (b) Prohibition
      on Redemption of Capital Stock.
      Whenever dividends payable on shares of the Series A Preferred Stock as provided
      in Section 3 hereof are in arrears, thereafter and until all accrued and unpaid
      dividends, whether or not declared, on the outstanding shares of each series
      of
      the Series A Preferred Stock shall have been paid in full, the Company shall
      not
      (i) redeem or purchase or otherwise acquire for consideration any shares of
      capital stock ranking (either as to dividends or upon liquidation, dissolution
      or winding up) junior to, or on a parity with, the Series A Preferred Stock
      or
      (ii) redeem or purchase or otherwise acquire for consideration any shares of
      the
      Series A Preferred Stock.

    


    6.    Optional
      Conversion.
      The
      holders of the Series A Preferred Stock shall have the following rights with
      respect to the conversion of Series A Preferred Stock into shares of Common
      Stock (the “Conversion Rights”):

    


    (a) Voluntary
      Conversion.
      Each
      share of the Series A Preferred Stock may, at the option of the holder, be
      converted into one (1) fully paid and non-assessable shares of Common
      Stock.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Exercise
      of Conversion Privilege.
      To
      exercise its privilege, each holder of Series A Preferred Stock shall surrender
      the certificate or certificates representing the shares being converted to
      the
      Company at its principal office, and shall give written notice to the Company
      at
      that office that such holder elects to convert such shares. Such notice shall
      also state the name or names (with address or addresses) in which the
      certificate or certificates for shares of Common Stock issuable upon such
      conversion shall be issued. The certificate or certificates for shares of Series
      A Preferred Stock surrendered for conversion shall be accompanied by proper
      assignment thereof to the Company or in blank. The date when such written notice
      is received by the Company, together with the certificate or certificates
      representing the shares of Series A Preferred Stock being converted, shall
      be
      the “Series A Conversion Date.” As promptly as practicable after the Series A
      Conversion Date, the Company shall issue and shall deliver to the holder of
      the
      shares of Series A Preferred Stock being converted, or on its written order
      such
      certificate or certificates as it may request for the number of whole shares
      of
      Common Stock issuable upon the conversion of such shares of Series A Preferred
      Stock in accordance with the provisions of this Section 6(b), cash in the amount
      of all unpaid dividends due but not paid under Section 3 (whether or not
      declared) on such shares of Series A Preferred Stock up to and including the
      Series A Conversion Date, and cash, as provided in Section 6(c), in respect
      of
      any fraction of a share of Common Stock issuable upon such conversion. Such
      conversion shall be deemed to have been effected immediately prior to the close
      of business on the Series A Conversion Date, and at such time the rights of
      the
      holder as holder of the converted shares of Series A Preferred Stock shall
      cease
      and the person or persons in whose name or names any certificate or certificates
      for shares of Common Stock shall be issuable upon such conversion shall be
      deemed to have become the holder or holders of record of the shares of Common
      Stock represented thereby.

    


    (c) Cash
      in Lieu of Fractional Shares.
      No
      fractional shares of Common stock or scrip representing fractional shares shall
      be issued upon the conversion of shares of Series A Preferred Stock, but the
      Company shall pay to the holder of such shares a cash adjustment in respect
      of
      such fractional shares in an amount equal to the same fraction of the market
      price per share of the Common Stock (as determined in a reasonable manner
      prescribed by the board of directors) at the close of business on the Series
      A
      Conversion Date. The determination as to whether or not any fractional shares
      are issuable shall be based upon the total number of shares of Series A
      Preferred Stock being converted at any one time by any holder thereof, not
      upon
      each share of Series A Preferred Stock being converted.

    


    (d) Partial
      Conversion.
       In
      the
      event some but not all of the shares of Series A Preferred Stock represented
      by
      a certificate or certificates surrendered by a holder are converted, the Company
      shall execute and deliver to or on the order of the holder, at the expense
      of
      the Company, a new certificate representing the shares of Series A Preferred
      Stock that were not converted.

    


    (e) Reservation
      of Common Stock.
      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 Series A Preferred Stock, such number of its shares
      of Common Stock as shall from time-to-time be sufficient to effect the
      conversion of all outstanding shares of the Series A Preferred Stock and, 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
      Series A Preferred Stock, the Company shall take such corporate action as may
      be
      necessary to increase its authorized but unissued shares of Common Stock to
      such
      number of shares as shall be sufficient for such purpose.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (f) Termination
      of Rights on Conversion.
      All
      shares of Series A Preferred Stock surrendered for conversion as herein provided
      shall no longer be deemed to be outstanding, and all rights with respect to
      such
      shares, including the rights, if any, to receive dividends, notices and to
      vote,
      shall immediately cease and terminate on the Conversion Date, except only the
      right of the holders thereof to receive shares of Common Stock and cash in
      lieu
      of fractional shares in exchange therefor, and also the right of the holders
      to
      receive dividends due but not paid (whether or not declared) under Section
      3.
      Any shares of Series A Preferred Stock so converted shall be retired and
      canceled and shall not be reissued, and the Company may from time-to-time take
      such appropriate action as may be necessary to reduce the number of shares
      of
      authorized Series A Preferred Stock accordingly.

    


    (g) Adjustment
      for Reclassification, Exchange, or Substitution.
      If the
      Common Stock issuable upon the conversion of the Series A Preferred Stock shall
      be changed into the same or a different number of shares of any class or classes
      of stock, whether by capital reorganization, reclassification, or otherwise
      (other than a subdivision or combination of shares or stock dividend provided
      for above, or a reorganization, merger, consolidation, share exchange or sale
      of
      assets for below), then and in each such event the holder of each share of
      Series A Preferred Stock shall have the right thereafter to convert such share
      into the kind and amount of shares of stock and other securities and property
      receivable upon such reorganization, reclassification, or other change, by
      holders of the number of shares of Common Stock into which such shares of Series
      A Preferred Stock might have been converted immediately prior to such
      reorganization, reclassification, or change, all subject to further adjustment
      as provided herein.

    


    (h) Adjustment
      for Merger or Reorganization, etc.
      In case
      of any consolidation, merger or share exchange of the Company with or into
      another corporation or the sale of all or substantially all of the assets of
      the
      Company to another corporation to which the holders of Series A Preferred Stock
      shall have consented in accordance with Section 4 hereof, then each share of
      Series A Preferred Stock shall thereafter be convertible into the kind and
      amount of shares of stock or other securities or property to which a holder
      of
      the number of shares of Common Stock of the Company deliverable upon conversion
      of such Series A Preferred Stock would have been entitled upon such
      consolidation, merger or sale; and, in such case, appropriate adjustment (as
      determined in good faith by the Board of Directors) shall be made in the
      application of the provisions in this Section 6 set forth with respect to the
      rights and interest thereafter of the holders of the Series A Preferred Stock,
      to the end that the provisions set forth in this Section 6 (including provisions
      with respect to changes in and other adjustments of the Series A Preferred
      Stock
      Conversion Rate) shall thereafter be applicable, as nearly as reasonably may
      be,
      in relation to any shares of stock or other property thereafter deliverable
      upon
      the conversion of the Series A Preferred Stock.

    


    (i) No
      Impairment.
      The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, share exchange,
      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 6 and in the
      taking of all such action as may be necessary or appropriate in order to protect
      the conversion rights of the holders of the Series A Preferred Stock against
      impairment.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (j) Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Rate
      pursuant to this Section 6, the Company at its expense shall promptly compute
      such adjustment or readjustment in accordance with the terms hereof and furnish
      to each holder of Series A Preferred Stock a certificate setting forth such
      adjustment and showing in detail the facts upon which such adjustment or
      readjustment is based and shall file a copy of such certificate with its
      corporate records. The Company shall, upon the written request at any time
      of
      any holder of Series A Preferred Stock, furnish or cause to be furnished to
      such
      holder a similar certificate setting forth (1) such adjustments and
      readjustments, (2) the Conversion Rate then in effect, and (3) the number of
      shares of Common Stock and the amount, if any, of other property which then
      would be received upon the conversion of Series A Preferred Stock. Despite
      such
      adjustment or readjustment, the form of each or all stock certificate
      representing Series A Preferred Stock, if the same shall reflect the initial
      or
      any subsequent Conversion Rate, need not be changed in order for the adjustments
      or readjustments to be valued in accordance with the provisions of this
      Certificate of Designation, Preferences and Rights which shall
      control.

    


    (k) Notice
      to Shareholders.
      If:

    


    (1)
       the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock; or

    


    (2)
       the
      Company shall declare a special nonrecurring cash dividend or a redemption
      of
      its Common Stock; or

    


    (3)
       the
      Company shall authorize the granting to all holders of the Common Stock rights
      or warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights; or

    


    (4)
       the
      approval of any stockholders of the Company shall be required in connection
      with
      any reclassification of the Common Stock of the Company (other than a
      subdivision or combination of the outstanding shares of Common Stock), any
      consolidation or merger to which the Company is a party, any sale or transfer
      of
      all or substantially all of the assets of the Company, or any compulsory share
      exchange whereby the Common Stock is converted into other securities, cash
      or
      property; or

    


    (5)
       the
      Company shall authorize the voluntary or involuntary dissolution, Liquidation
      or
      winding-up of the affairs of the Company;

    


    Then
      the
      Company shall cause to be filed at each office or agency maintained for the
      purpose of conversion of Preferred Stock, and shall cause to be mailed to the
      holders of Preferred Stock at their last address as they shall appear upon
      the
      stock books of the Company, at least thirty (30) calendar days prior to the
      applicable record or effective date hereinafter specified, a notice stating
      (x)
      the date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of Common Stock of record to be entitled to
      such dividend, distributions, redemption, rights or warrants are to be
      determined, or (y) the date on which such reclassification, consolidation,
      merger, sale, transfer, share exchange, dissolution, liquidation or winding-up
      is expected to become effective, and the date as of which it is expected that
      holders of Common Stock of record shall be entitled to exchange their shares
      of
      Common Stock for securities or other property deliverable upon such
      reclassification, consolidation, merger, sale, transfer, share exchange,
      dissolution, liquidation or winding-up; provided, however, that the failure
      to
      mail such notice or any defect therein or in the mailing thereof shall not
      affect the validity of the corporate action required to be specified in such
      notice.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (l)
       Curative
      Provision.
      If at
      any time conditions shall arise by reason of action taken by the Company which
      in the opinion of the Board of Directors are not adequately covered by the
      other
      provisions hereof and which might materially and adversely affect the rights
      of
      the holders of Preferred Stock (different than or distinguished from the effect
      generally on rights of holders of any class of the Company’s capital stock) or
      if at any time any such conditions are expected to arise by reason of any action
      contemplated by the Company, the Company shall mail a written notice briefly
      describing the action contemplated and the material adverse effects of such
      action on the rights of the holders of Preferred Stock at least thirty (30)
      calendar days prior to the effective date of such action, and an appraiser
      selected by the holders of a majority in interest of the Preferred Stock shall
      give its opinion as to the adjustment, if any (not inconsistent with the
      standards established in this Section 6) of the Series A Preferred Stock
      Conversion Rate (including, if necessary, any adjustment as to the securities
      into which shares of Preferred Stock may thereafter be convertible) and any
      distribution which is or would be required to preserve without diluting the
      rights of the holders of shares of Preferred Stock; provided, however, that
      the
      Company, after receipt of the determination by such appraiser, shall have the
      right to select an additional appraiser, in which case the adjustment shall
      be
      equal to the average of the adjustments recommended by each such appraiser.
      The
      Board of Directors shall make the adjustment recommended forthwith upon the
      receipt of such opinion or opinions or the taking of any such action
      contemplated, as the case may be.

    


    (m)
       No
      Share Certificate Required.
      Upon a
      conversion hereunder the Company shall not be required to issue stock
      certificates representing fractions of shares of Common Stock, but may, if
      otherwise permitted, make a cash payment in respect of any final fraction of
      a
      share based on the per share market value at such time. If the Company elects
      not, or is unable, to make such a cash payment, the holder of a share of Series
      A Preferred Stock shall be entitled to receive, in lieu of the final fraction
      of
      a share, one whole share of Common Stock.

    


    (n)
       Issuance
      Taxes.
      The
      issuance of certificates for shares of Common Stock on any conversion of
      Preferred Stock shall be made without charge to the holders thereof for any
      documentary stamp or similar taxes that may be payable in respect of the issue
      or delivery of such certificate, provided that the Company shall not be required
      to pay any tax that may be payable in respect of any transfer involved in the
      issuance and delivery of any such certificate upon conversion in a name other
      than that of the holder of such shares of Preferred Stock so converted and
      the
      Company shall not be required to issue or deliver such certificates or until
      the
      person or persons requesting the issuance thereof shall have paid to the Company
      the amount of such tax or shall have established to the satisfaction of the
      Company that such tax has been paid.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (o)
       Conversion
      Notices.
      Each
      Holder conversion notice shall be given by facsimile and by mail, postage
      prepaid, addressed to the attention of the Chief Financial Officer of the
      Company at the facsimile telephone number and address of the principal place
      of
      business of the Company. Any such notice shall be deemed given and effective
      upon the earliest to occur of (i) if such conversion notice is delivered via
      facsimile prior to 4:30 P.M. (Plano, Texas Time) to the Company’s facsimile
      number, (ii) five days after deposit in the United States mails, or (iii) upon
      actual receipt by the party to whom such notice is required to be
      given.

    


    (p) Prohibition
      of Certain Actions.
      The
      Company will not, by amendment of its articles of incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Company, but will at all times in good faith assist in the
      carrying out of all the provisions of this Section 6 and in the taking of all
      such action as may reasonably be requested by the Holder in order to protect
      the
      conversion privilege of such Holder against dilution or other impairment,
      consistent with the tenor and purpose of this Section 6. Without limiting the
      generality of the foregoing, the Company (A) will not increase the par value
      of
      any shares of any series of Common Stock receivable above the par value of
      the
      Series A Preferred Stock then in effect, (B) will take all such action as may
      be
      necessary or appropriate in order that the Company may validly and legally
      issue
      fully paid and nonassessable shares of Common Stock upon the conversion of
      all
      Series A Preferred Stock from time to time outstanding, (C) will not take any
      action which results in any adjustment of the Conversion Rate if the total
      number of shares of Common Stock or Other Securities issuable after the action
      upon the conversion of all shares of Series A Preferred Stock would exceed
      the
      total number of shares of Common Stock or Other Securities then authorized
      by
      the Company's Articles of Incorporation and available for the purpose of issue
      upon such conversion, and (D) will not issue any capital stock of any class
      which has the right to more than one vote per share or any capital stock of
      any
      class which is preferred as to dividends or as to the distribution of assets
      upon voluntary or involuntary dissolution, liquidation or winding-up, unless
      the
      rights of the holders thereof shall be limited to a fixed sum or percentage
      (or
      floating rate related to market yields) of par value or stated value in respect
      of participation in dividends and a fixed sum or percentage of par value or
      stated value in any such distribution of assets.

    


    7.    Sinking
      Fund.
      There
      shall be no sinking fund for the payment of dividends or liquidation preference
      on Series A Preferred Stock or the redemption of any shares
      thereof.

    


    8.    No
      Mandatory Redemption or Conversion.
      The
      Series A Preferred Stock is not subject to mandatory redemption or conversion
      by
      the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    9.    Liquidation,
      Dissolution or Winding Up.
      

    


    (a) Liquidation
      Preference.
      Except
      as provided in Section 9(b), upon any liquidation, dissolution or winding up
      of
      the Company, no distribution shall be made (i) to the holders of shares of
      capital stock of the Company ranking junior (upon liquidation, dissolution
      or
      winding up) to the Series A Preferred Stock unless, prior thereto, the Holder
      of
      shares of Series A Preferred Stock shall have received an amount equal to the
      Liquidation Value for all outstanding shares of Series A Preferred Stock or
      (ii)
      to the holders of shares of capital stock ranking on a parity (upon liquidation,
      dissolution or winding up) with the Series A Preferred Stock, except
      distributions made ratably on the Series A Preferred Stock and all such parity
      stock in proportion to the total amounts to which the holders of all such shares
      are entitled upon such liquidation, dissolution or winding up.

    


    (b) Insolvency.
      If the
      Company shall commence a voluntary case under the federal bankruptcy laws or
      any
      other applicable federal or state bankruptcy, insolvency or similar law, or
      consent to the entry of an order for relief in an involuntary case under any
      such law or to the appointment of a receiver, liquidator, assignee, custodian,
      or trustee (or other similar official) of the Company or of any substantial
      part
      of its property, or make an assignment for the benefit of its creditors, or
      admit in writing its inability to pay its debts generally as they become due,
      or
      if a decree or order for relief in respect of the Company shall be entered
      by a
      court having jurisdiction in the premises in an involuntary case under the
      federal bankruptcy laws or any other applicable federal or state bankruptcy,
      insolvency or similar law, or appointing a receiver, liquidator, assignee,
      custodian, or trustee (or other similar official) of the Company or of any
      substantial part of its property, or ordering the winding up or liquidation
      of
      its affairs, and any such decree or order shall be unstayed and in effect for
      a
      period of 90 consecutive days and on account of any such event the Company
      shall
      liquidate, dissolve or wind up, no distribution shall be made (i) to the holders
      of shares of capital stock of the Company ranking junior (upon liquidation,
      dissolution or winding up) to the Series A Preferred Stock unless, prior
      thereto, the Holder of shares of Series A Preferred Stock shall have received
      an
      amount equal to the Liquidation Value for all outstanding shares of Series
      A
      Preferred Stock to the date of such payment, or (ii) to the holders of shares
      of
      capital stock ranking on a parity (upon liquidation, dissolution or winding
      up)
      with the Series A Preferred Stock, except distributions made ratably on the
      Series A Preferred Stock and all such parity stock in proportion to the total
      amounts to which the holders of all such shares are entitled upon such
      liquidation, dissolution or winding up.

    


    (c) Business
      Combinations.
      Neither
      the consolidation, merger or other business combination of the Company with
      or
      into any other Person or Persons nor the sale of all or substantially all of
      the
      assets of the Company shall be deemed to be a liquidation, dissolution or
      winding up of the Company for purposes of this Section 9.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    11.    Preference
      on Acquisition or Merger.
      Upon
      any merger of the Company with another company in which the Company is not
      the
      surviving corporation or the sale, conveyance or disposition of all or
      substantially all of the assets of the Company or the effectuation by the
      Company of a transaction or series of related transactions of which more than
      fifty percent (50%) of the voting power of the Company is disposed of, the
      Holders of shares of Series A Preferred Stock then outstanding shall be entitled
      to be paid out of the proceeds of any such sale, conveyance, disposition,
      merger, or change of control a preference of $.40 per share of the proceeds
      of
      any such transaction or event. For purposes of this Section 11, the term
“proceeds” shall include cash, securities, deferred or contingent compensation,
      options for the purchase of stock, notes, obligations, and any other
      consideration received or receivable by the Company, whether directly or
      indirectly in consideration of any such transaction. The term “consideration”
      shall be broadly defined and applied, and accordingly the consideration subject
      to the preference set forth in this Section 11 shall not be confined only to
      the
      events specifically set forth herein, but shall include any like event or
      events, transaction, or series of transactions which shall have the same or
      similar intention or effect as those specifically enumerated
      herein.

    


    12.    Piggyback
      Registration Rights.
      

    


    (a) Holders’
      Registration Rights.
      If the
      Company proposes to register any of its securities or the securities of any
      its
      shareholders under the Securities Act (other than in connection with a merger
      on
      Form S-4, or pursuant to Form S-8 or other another comparable form), the Holders
      shall have the right to require the Company to register for sale in such
      registration statement all of their Underlying Common Stock, and in such event
      the Company shall immediately give written notice to the Holders of its
      intention to effect such registration and of the Holders’ rights under such
      proposed registration. Upon the request of a Holder delivered to the Company
      within twenty (20) days after the Company’s giving of such notice, which request
      shall specify the number of shares of Common Stock (being up to that number
      of
      shares of Underlying Common Stock issuable to the Holder upon conversion of
      the
      Holder’s Series A Preferred Stock) intended to be sold by the Holder. If the
      Company shall determine for any reason not to register or to delay the
      registration of its securities or the securities of another Holder which it
      may
      do at its sole election, the Company may give written notice of such
      determination to the Holders and thereupon shall be relieved of its obligation
      to register any Common Stock issued or issuable to any such Holder.


     

    (b) Underwritten
      Offerings.
      If the
      registration relates to an underwritten offering and the managing underwriter
      in
      such underwritten offering shall advise the Company that it declines to include
      a portion or all of the Underlying Common Stock, then the registration of a
      portion of the underlying Common Stock of such Holders shall be excluded if
      such
      portion is allocated among the Holders and any other selling securityholders
      and
      any other selling securityholders in proportion to the respective number of
      securities to be registered by the Holders and other selling securityholders.
      In
      such event the Company shall give the Holders prompt notice of the number of
      shares of Underlying Common Stock excluded.

    


    (c) Acceptance
      of Underwriting Arrangements.
      It
      should be a condition of the Holders’ participation in a registration statement
      under this Section 12 which relates to an underwritten public offering that
      each
      of the Holders agrees to sell the Holder’s underlying Common Stock on the basis
      provided in the underwriting arrangements agreed to by the Company and the
      managing underwriter of such offering.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (d) Registration.
      In
      connection with each registration statement filed pursuant to this Certificate
      of Designation, Preferences and Rights, the Company agrees to:

     

    (1) prepare
      and file with the Commission a registration statement and shall use its best
      efforts to cause such registration statement to become effective and remain
      effective for one (1) year or until all the underlying Common Stock are sold
      (whichever is shorter) or become capable of being publicly sold without
      registration under the Securities Act.

    


    (2) prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective and to comply with
      the
      provisions of the Securities Act with respect to the sale or other disposition
      of all securities covered by such registration statement whenever the Holder
      shall desire to sell or otherwise dispose of the same;

    


    (3) furnish
      to the Holder such numbers of copies of a summary prospectus or other
      prospectus, including a preliminary prospectus or any amendment or supplement
      to
      any prospectus, in conformity with the requirements of the Securities Act,
      and
      such other documents, as the Holder may reasonably request in order to
      facilitate the public sale or other disposition of the securities owned by
      the
      Holder;

    


    (4) use
      its
      best efforts to register and qualify the securities covered by such registration
      statement under such other securities or blue sky laws of such jurisdictions
      as
      a Holder shall request, and do any and all other acts and things which may
      be
      necessary or advisable to enable the Holder to consummate the public sale or
      other disposition in such jurisdictions of the securities owned by the Holder,
      except that the Company shall not for any such purpose be required to qualify
      to
      do business as a foreign corporation in any jurisdiction wherein it is not
      so
      qualified or to file therein any general consent to service of
      process;

    


    (5) use
      its
      best efforts to list such securities on any securities exchange or national
      quotation system on which any securities of the Company are then listed or
      quoted;

    


    (6) enter
      into and perform its obligations under an underwriting agreement, if the
      offering is an underwritten offering, in usual and customary form, with the
      managing underwriter or underwriters of such underwritten offering;

    


    (7) notify
      the Holders, at any time when a prospectus relating to such registration
      statement is required to be delivered under the Securities Act, of the happening
      of any event of which it has knowledge as a result of which the prospectus
      included in such registration statement, as then in effect, includes an untrue
      statement of a material fact or omits to state a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances then existing; and

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (8) take
      such
      other actions as shall be reasonably requested by the Holders to facilitate
      the
      registration and sale of the Underlying Common Stock.

    


    (e) Conversion.
      A
      Holder’s written notice delivered to the Company under subsection (a) of its
      election shall require, among other things, that the Company convert the
      requisite number of shares of Series A Preferred Stock, without any further
      action of the Holder, upon the effective date of the registration statement;
      provided, however, that any such election and conversion shall be void if the
      Company does not proceed to file and have declared effective the subject
      registration statement or, if less than all of the underlying shares of any
      Holder are registered, then as to those shares which are not registered for
      sale.

    


    13.    Miscellaneous
      Provisions.

    


    (a) Stock
      to be Reserved.
      The
      Company will at all times reserve and keep available out of the authorized
      Common Stock, solely for the purpose of issue upon conversion of Series A
      Preferred Stock as herein provided, such number of shares of the Common Stock
      as
      shall then be issuable upon the conversion of all outstanding Series A Preferred
      Stock (called herein the “Underlying Common Stock”), and the Company will
      maintain at all times all other rights and privileges sufficient to enable
      it to
      fulfill all its obligations hereunder. The Company covenants that all shares
      of
      the Underlying Common Stock which shall be so issuable shall, upon issuance,
      be
      duly authorized, validly issued, fully paid and nonassessable, free from
      preemptive or similar rights on the part of the holders of any shares of capital
      stock or securities of the Company or any other Person, and free from all taxes,
      liens and charges with respect to the issue thereof (not including any income
      taxes payable by the holders of Series A Preferred Stock being converted in
      respect of gains thereon). The Company will take all such action as may be
      necessary to assure that such shares of the Common Stock may be so issued
      without violation of any applicable law or regulation, or of any applicable
      requirements of the National Association of Securities Dealers, Inc., and of
      any
      domestic securities exchange upon which the Common Stock may be
      listed.

    


    (b) Registration
      of Common Stock.
      If any
      shares of Common Stock required to be reserved for purposes of the conversion
      of
      Series A Preferred Stock require registration with or approval of any
      governmental authority under any Federal or State law before such shares may
      be
      issued upon the conversion thereof, the Company will, at its expense and as
      expeditiously as possible, use its best efforts to cause such shares to be
      duly
      registered or approved, as the case may be. At any such time as the Common
      Stock
      is listed on any national securities exchange or quoted by the Nasdaq National
      Market or any successor thereto or any comparable system, the Company will,
      at
      its expense, obtain promptly and maintain the approval for listing on each
      such
      exchange or quoting by the Nasdaq National Market or such successor thereto
      or
      comparable system, upon official notice of issuance, the shares of the Common
      Stock issuable upon conversion of the then outstanding Series A Preferred Stock
      and maintain the listing or quoting of such shares after their issuance so
      long
      as the Common Stock is so listed or quoted; and the Company will also cause
      to
      be so listed or quoted, will register under the Exchange Act, and will maintain
      such listing or quoting of, any Other Securities that at any time are issuable
      upon conversion of the Series A Preferred Stock, if and at the time that any
      securities of the same class shall be listed on such national securities
      exchange by the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (c) Issue
      Tax.
      The
      issuance of certificates for shares of the Common Stock upon conversion of
      any
      shares of Series A Preferred Stock shall be made without charge to the Holder
      thereof for any issuance tax in respect thereto.

    


    (d) Closing
      of Books.
      The
      Company will at no time close its transfer books against the transfer of any
      shares of Series A Preferred Stock or of any share of the Common Stock issued
      or
      issuable upon the conversion of Series A Preferred Stock in any manner which
      interferes with the timely conversion of such Series A Preferred
      Stock.

    


    (e) Ranking.
      For
      purposes of the Certificate of Designation, Preferences and Rights embodying
      this resolution, any stock of any class or series of the Company shall be deemed
      to rank: 

    


    (1) prior
      to
      shares of the Series A Preferred Stock, either as to dividends or upon
      liquidation, if the holders of stock of such class or series shall be entitled
      by the terms thereof to the receipt of dividends or of amounts distributable
      upon liquidation, dissolution or winding up, as the case may be, in preference
      or priority to the Holder f shares of the Series A Preferred Stock;

    


    (2) on
      a
      parity basis with shares of the Series A Preferred Stock, either as to dividends
      or upon liquidation, whether or not the dividend rates or redemption or
      liquidation prices per share thereof be different from those of the Series
      A
      Preferred Stock, if the holders of stock of such class or series shall be
      entitled by the terms thereof to the receipt of dividends or of amounts
      distributable upon liquidation, dissolution or winding up, as the case may
      be,
      in proportion to their respective dividend rates or liquidation prices, without
      preference or priority of one over the other as between the holders of such
      stock and the Holder of shares of the Series A Preferred Stock; and junior
      to
      shares of the Series A Preferred Stock, either as to dividends or upon
      liquidation, if such class or series shall be the Common Stock of the Company
      or
      if the Holder of the Series A Preferred Stock shall be entitled to the receipt
      of dividends or of amounts distributable upon liquidation, dissolution or
      winding up, as the case may be, in preference or priority to the holders of
      stock of such class or series.

    


    (f) Headings
      of Subdivisions.
      The
      headings of the various Sections and other subdivisions hereof are for
      convenience of reference only and shall not affect the interpretation of any
      of
      the provisions hereof.

    


    (g) Severability
      of Provisions.
      If any
      voting powers, preferences and relative, participating, optional and other
      special rights of the Series A Preferred Stock and qualifications, limitations
      and restrictions thereon set forth in the Certificate of Designation,
      Preferences and Rights embodying this resolution is invalid, unlawful or
      incapable of being enforced by reason of any rule of law or public policy,
      all
      other powers, preferences and relative, participating, optional and other
      special rights of Series A Preferred Stock and qualifications, limitations
      and
      restrictions thereon set forth therein which can be given effect without the
      invalid, unlawful or unenforceable voting powers, preferences and relative,
      participating, optional and other special rights of Series A Preferred Stock
      and
      qualifications, limitations and restrictions thereon shall, nevertheless, remain
      in full force and effect, and no voting powers, preferences and relative,
      participating, optional or other special rights of Series A Preferred Stock
      and
      qualifications, limitations and restrictions thereon herein set forth shall
      be
      deemed dependent upon any other such voting powers, preferences and relative,
      participating, optional or other special rights of Series A Preferred Stock
      and
      qualifications, limitations and restrictions thereon unless so expressed
      herein.