Exhibit 4.2


    
      Dean
        Heller                                                                                                                                                                                         

      
        Secretary
          of State   

        204
          North
          Carson Street, Suite 1    

        Carson
          City, Nevada 89701-4299
(775)
          684
          5708
Website: secretaryofstate.biz

      

      
        	 Entity
                # 
 C24988-2003
	 Document
                Number:
 20050426027-58
	 Date Filed:
	 9/22/2005
                2:15:36 PM
	
                In
                  the office of:

                 

                 /s/
                  Dean Heller
 Dean Heller
Secretary of
                  State

              


      

       

       

      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:

              


      

      


      OXFORD
        MEDIA, INC.

      


      


      
        	2.  	
                By
                  resolution of the board of director 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:

              


      

       

      The
        series of preferred stock shall be designated as its SERIES A Convertible
        Preferred 
Stock (the preferred Stock) and the number of shares so designated
        shall be 4,000 
(which shall not be subject to increase without the consent
        of all the holders of the 
preferred stock (each, a "Holder") and
        collectively, the "Holders".  Each share of 
Preferred stock shall have
        a par value of $0.001 per share and a stated value equal to 
$1,000 (the
        "Stated Value").  Capitalized terms not otherwise defined herein shall
        
have the meaning give each terms in Section 9 hereof.  Please
        see
        attached document.


      
        	3.  	
                Effective
                  date of filing
                  (optional): ________________________________________
                                                          
                  (must not be later than 90 days after the certification is
                  filed)

              


      

       

      
        	4.  	
                Officer
                  Signature:    /s/ Thomas
                  Hemmingway                                          

              


      

       

      Filing
        Fee: $175.00


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

      
SUBMIT
        IN DUPLICATE


      This
        form
        must be accompanied by appropriate
        fees.                                                                                                               
                           
        Nevada Secretary of State AM 78.1955 Designation 2004

      Revised
        on: 9/22/05

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OXFORD
      MEDIA, INC.

    


    CERTIFICATE
      OF DESIGNATION OF PREFERENCES, 

    RIGHTS
      AND LIMITATIONS

    OF

    SERIES
      A CONVERTIBLE PREFERRED STOCK

    


    PURSUANT
      TO SECTION 78.1955 OF THE 

    NEVADA
      GENERAL CORPORATION LAW

    


    The
      undersigned, Thomas Hemingway, does hereby certify that:

    


    1. He
      is the
      President, of OXFORD MEDIA, INC., a Nevada corporation (the “Corporation”).

    


    2. The
      Corporation is authorized to issue 1,000,000 shares of preferred stock, 0 of
      which have been issued.

    


    3. The
      following resolutions were duly adopted by the Board of Directors:

    


    WHEREAS,
      the Articles of Incorporation of the Corporation provides for a class of its
      authorized stock known as preferred stock, comprised of 1,000,000 shares, $0.001
      par value, issuable from time to time in one or more series;

    


    WHEREAS,
      the Board of Directors of the Corporation is authorized to fix the dividend
      rights, dividend rate, voting rights, conversion rights, rights and terms of
      redemption and liquidation preferences of any wholly unissued series of
      preferred stock and the number of shares constituting any Series and the
      designation thereof, of any of them; and

    


    WHEREAS,
      it is the desire of the Board of Directors of the Corporation, pursuant to
      its
      authority as aforesaid, to fix the rights, preferences, restrictions and other
      matters relating to a series of the preferred stock, which shall consist of,
      except as otherwise set forth in the Purchase Agreement, up to 4,000 shares
      of
      the preferred stock which the corporation has the authority to issue, as
      follows:

    


    NOW,
      THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide
      for
      the issuance of a series of preferred stock for cash or exchange of other
      securities, rights or property and does hereby fix and determine the rights,
      preferences, restrictions and other matters relating to such series of preferred
      stock as follows:


    
      
        
        

      

      
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    TERMS
      OF PREFERRED STOCK

    


    Section
      1. Designation,
      Amount and Par Value.
      The
      series of preferred stock shall be designated as its SERIES A Convertible
      Preferred Stock (the “Preferred
      Stock”)
      and
      the number of shares so designated shall be 4,000 (which shall not be subject
      to
      increase without the consent of all of the holders of the Preferred Stock (each,
      a “Holder”
      and
      collectively, the “Holders”)).
      Each
      share of Preferred Stock shall have a par value of $0.001 per share and a stated
      value equal to $1,000 (the “Stated
      Value”).
      Capitalized terms not otherwise defined herein shall have the meaning given
      such
      terms in Section 8 hereof.

    


    Section
      2. Dividends.

    


    (a) Holders
      shall be entitled to receive and the Corporation shall pay, cumulative dividends
      at the rate per share (as a percentage of the Stated Value per share) of 8%
      per
      annum (subject to increase pursuant to Section 7(a)) payable quarterly on March
      1, June 1, September 1 and December 1, beginning with December 31, 2005, the
      first such date after the Original Issue Date, and on any Conversion Date or
      redemption date pursuant to the terms hereunder (except that, if such date
      is
      not a Trading Day, the payment date shall be the next succeeding Trading
      Day)(“Dividend
      Payment Date”).
      The
      form of dividend payments to each Holder shall be made in the following order:
      (i) if funds are legally available for the payment of dividends and the Equity
      Conditions have not been met, in cash only, (ii) if funds are legally available
      for the payment of dividends and the Equity Conditions have been met, at the
      sole election of the Corporation, in cash or shares of Common Stock which shall
      be valued solely for such purpose at 80% of the average of the 5 VWAPs
      immediately prior to the Dividend Payment Date; (iii) if funds are not legally
      available for the payment of dividends and the Equity Conditions have been
      met,
      in shares of Common Stock which shall be valued at 80% of the average of the
      5
      VWAPs immediately prior to the Dividend Payment Date; (iv) if funds are not
      legally available for the payment of dividends and the Equity Conditions
      relating to registration have been waived by such Holder, as to such Holder
      only, in unregistered shares of Common Stock which shall be valued at 80% of
      the
      average of the 5 VWAPs immediately prior to the Dividend Payment Date; and
      (v)
      if funds are not legally available for the payment of dividends and the Equity
      Conditions have not been met, then, at the election of such Holder, such
      dividends shall accrue to the next Dividend Payment Date or shall be accreted
      to
      the outstanding Stated Value. The Holders shall have the same rights and
      remedies with respect to the delivery of any such shares as if such shares
      were
      being issued pursuant to Section 5. On the Closing Date the Corporation shall
      have notified the Holders whether or not it may lawfully pay cash dividends.
      The
      Corporation shall promptly notify the Holders at any time the Corporation shall
      become able or unable, as the case may be, to lawfully pay cash dividends.
      If at
      any time the Corporation has the right to pay dividends in cash or Common Stock,
      the Corporation must provide the Holder with at least 20 Trading Days’ notice of
      its election to pay a regularly scheduled dividend in Common Stock. Dividends
      on
      the Preferred Stock shall be calculated on the basis of a 360-day year, shall
      accrue daily 


    
      
        
        

      

      
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    commencing
      on the Original Issue Date, and shall be deemed to accrue from such date whether
      or not earned or declared and whether or not there are profits, surplus or
      other
      funds of the Corporation legally available for the payment of dividends. Except
      as otherwise provided herein, if at any time the Corporation pays dividends
      partially in cash and partially in shares, then such payment shall be
      distributed ratably among the Holders based upon the number of shares of
      Preferred Stock held by each Holder. Any dividends, whether paid in cash or
      shares, that are not paid within three Trading Days following a Dividend Payment
      Date shall continue to accrue and shall entail a late fee, which must be paid
      in
      cash, at the rate of 18% per annum or the lesser rate permitted by applicable
      law (such fees to accrue daily, from the Dividend Payment Date through and
      including the date of payment).

     

    (b) So
      long
      as any Preferred Stock shall remain outstanding, neither the Corporation nor
      any
      Subsidiary thereof shall redeem, purchase or otherwise acquire directly or
      indirectly any Junior Securities. So long as any Preferred Stock shall remain
      outstanding, neither the Corporation nor any Subsidiary thereof shall directly
      or indirectly pay or declare any dividend or make any distribution (other than
      a
      dividend or distribution described in Section 5 or dividends due and paid in
      the
      ordinary course on preferred stock of the Corporation at such times when the
      Corporation is in compliance with its payment and other obligations hereunder)
      upon, nor shall any distribution be made in respect of, any Junior Securities
      so
      long as any dividends due on the Preferred Stock remain unpaid, nor shall any
      monies be set aside for or applied to the purchase or redemption (through a
      sinking fund or otherwise) of any Junior Securities or shares pari passu with
      the Preferred Stock.

    


    (c) The
      Corporation acknowledges and agrees that the capital of the Corporation in
      respect of the Preferred Stock and any future issuances of the Corporation’s
      capital stock shall be equal to the aggregate par value of such Preferred Stock
      or capital stock, as the case may be, and that, on or after the date of the
      Purchase Agreement, it shall not increase the capital of the Corporation with
      respect to any shares of the Corporation’s capital stock issued and outstanding
      on such date. The Corporation also acknowledges and agrees that it shall not
      create any special reserves under the General Corporation Law of Nevada without
      the prior written consent of each Holder.

    


    Section
      3. Voting
      Rights.
      Except
      as otherwise provided herein and as otherwise required by law, the Preferred
      Stock shall have no voting rights. However, so long as any shares of Preferred
      Stock are outstanding, the Corporation shall not, without the affirmative vote
      of a majority-in-interest of the Holders of the shares of the Preferred Stock
      then outstanding, (a) alter or change adversely the powers, preferences or
      rights given to the Preferred Stock or alter or amend this Certificate of
      Designation, (b) authorize or create any class of stock ranking as to dividends,
      redemption or distribution of assets upon a Liquidation (as defined in Section
      4) senior to or otherwise pari passu with the Preferred Stock, (c) amend its
      articles of incorporation or other charter documents so as to affect adversely
      any rights of the Holders, (d) increase the authorized number of shares of
      Preferred Stock, or (e) enter into any agreement with respect to the
      foregoing.

     

    
      
        
        

      

      
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    Section
      4. Liquidation.
      Upon
      any liquidation, dissolution or winding-up of the Corporation, whether voluntary
      or involuntary (a “Liquidation”),
      the
      Holders shall be entitled to receive out of the assets of the Corporation,
      whether such assets are capital or surplus, for each share of Preferred Stock
      an
      amount equal to the Stated Value per share plus any accrued and unpaid dividends
      thereon and any other fees or liquidated damages owing thereon before any
      distribution or payment shall be made to the holders of any Junior Securities,
      and if the assets of the Corporation shall be insufficient to pay in full such
      amounts, then the entire assets to be distributed to the Holders shall be
      distributed among the Holders ratably in accordance with the respective amounts
      that would be payable on such shares if all amounts payable thereon were paid
      in
      full. A Fundamental Transaction or Change of Control Transaction shall not
      be
      treated as a Liquidation. The Corporation shall mail written notice of any
      such
      Liquidation, not less than 45 days prior to the payment date stated therein,
      to
      each record Holder.

    


    Section
      5. Conversion.

    


    (a) (i)
      Conversions
      at Option of Holder.
      Each
      share of Preferred Stock shall be convertible into that number of shares of
      Common Stock (subject to the limitations set forth in Sections 5(a)(ii) and
      (iii)) determined by dividing the Stated Value of such share of Preferred Stock
      by the Set Price, at the option of the Holder, at any time and from time to
      time
      from and after the Original Issue Date. Holders shall effect conversions by
      providing the Corporation with the form of conversion notice attached hereto
      as
Annex
      A
      (a
“Notice
      of Conversion”).
      Each
      Notice of Conversion shall specify the number of shares of Preferred Stock
      to be
      converted, the number of shares of Preferred Stock owned prior to the conversion
      at issue, the number of shares of Preferred Stock owned subsequent to the
      conversion at issue and the date on which such conversion is to be effected,
      which date may not be prior to the date the Holder delivers such Notice of
      Conversion to the Corporation by facsimile (the “Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion to the Corporation is deemed
      delivered hereunder. The calculations and entries set forth in the Notice of
      Conversion shall control in the absence of manifest or mathematical
      error.


    (ii)
      Beneficial
      Ownership Limitation. The
      Corporation shall not effect any conversion of the Preferred Stock, and the
      Holder shall not have the right to convert any portion of the Preferred Stock
      to
      the extent that after giving effect to such conversion, the Holder (together
      with the Holder’s affiliates), as set forth on the applicable Notice of
      Conversion, would beneficially own in excess of 4.99% of the number of shares
      of
      the Common Stock Outstanding immediately after giving effect to such
      conversion.  For purposes of the foregoing sentence, the number of shares
      of Common Stock beneficially owned by the Holder and its affiliates shall
      include the number of shares of Common Stock issuable upon conversion of the
      Preferred Stock with respect to which the determination of such sentence is
      being made, but 


    
      
        
        

      

      
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      shall
        exclude the number of shares of Common Stock which would be
        issuable upon (A) conversion of the remaining, nonconverted Stated Value
        of
        Preferred Stock beneficially owned by the Holder or any of its affiliates
        and
        (B) exercise or conversion of the unexercised or nonconverted portion of
        any
        other securities of the Corporation (including the Warrants) subject to a
        limitation on conversion or exercise analogous to the limitation contained
        herein beneficially owned by the Holder or any of its affiliates. 
        Except
        as set forth in the preceding sentence, for purposes of this Section 5(a)(ii),
        beneficial ownership shall be calculated in accordance with Section 13(d)
        of the
        Exchange Act. To the extent that the limitation contained in this Section
        5(a)(ii) applies, the determination of whether the Preferred Stock is
        convertible (in relation to other securities owned by the Holder together
        with
        any affiliates) and of which shares of Preferred Stock is convertible shall
        be
        in the sole discretion of such Holder, and the submission of a Notice of
        Conversion shall be deemed to be such Holder’s determination of whether the
        shares of Preferred Stock may be converted (in relation to other securities
        owned by such Holder) and which shares of the Preferred Stock is convertible,
        in
        each case subject to such aggregate percentage limitations. To ensure compliance
        with this restriction, the Holder will be deemed to represent to the Corporation
        each time it delivers a Notice of Conversion that such Notice of Conversion
        has
        not violated the restrictions set forth in this paragraph and the Corporation
        shall have no obligation to verify or confirm the accuracy of such
        determination. For purposes of this Section 5(a)(ii), in determining the
        number
        of outstanding shares of Common Stock, the Holder may rely on the number
        of
        outstanding shares of Common Stock as reflected in the most recent of the
        following: (A) the Corporation’s most recent Form 10-Q or Form 10-K, as the case
        may be, (B) a more recent public announcement by the Corporation or (C) any
        other notice by the Corporation or the Corporation’s transfer agent setting
        forth the number of shares of Common Stock Outstanding.  Upon the
        written
        or oral request of the Holder, the Corporation shall within two Trading Days
        confirm orally and in writing to the Holder the number of shares of Common
        Stock
        then outstanding.  In any case, the number of outstanding shares of
        Common
        Stock shall be determined after giving effect to the conversion or exercise
        of
        securities of the Corporation, including the Preferred Stock, by the Holder
        or
        its affiliates since the date as of which such number of outstanding shares
        of
        Common Stock was reported. The provisions of this Section 5(a)(ii) may be
        waived
        by the Holder upon, at the election of the Holder, not less than 61 days’ prior
        notice to the Corporation, and the provisions of this Section 5(a)(ii) shall
        continue to apply until such 61st day (or such later date, as determined
        by the
        Holder, as may be specified in such notice of waiver).

       

    

    (b) (i)
      Not
      later than three Trading Days after each Conversion Date (the “Share
      Delivery Date”),
      the
      Corporation shall deliver to the Holder (A) a certificate or certificates which,
      after the Effective Date, shall be free of restrictive legends and trading
      restrictions (other than those required by 


    
      
        
        

      

      
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    Section
      4.1 of the Purchase Agreement) representing the number of shares of Common
      Stock
      being acquired upon the conversion of shares of Preferred Stock, and (B) a
      bank
      check in the amount of accrued and unpaid dividends (if the Corporation has
      elected or is required to pay accrued dividends in cash). After the Effective
      Date, the Corporation shall, upon request of the Holder, deliver any certificate
      or certificates required to be delivered by the Corporation under this Section
      electronically through the Depository Trust Corporation or another established
      clearing corporation performing similar functions. If in the case of any Notice
      of Conversion such certificate or certificates are not delivered to or as
      directed by the applicable Holder by the third Trading Day after the Conversion
      Date, the Holder shall be entitled to elect by written notice to the Corporation
      at any time on or before its receipt of such certificate or certificates
      thereafter, to rescind such conversion, in which event the Corporation shall
      immediately return the certificates representing the shares of Preferred Stock
      tendered for conversion.

    


    (ii)
      The
      Corporation’s obligations to issue and deliver the Conversion Shares upon
      conversion and redemption of Preferred Stock in accordance with the terms hereof
      are absolute and unconditional, irrespective of any action or inaction by the
      Holder to enforce the same, any waiver or consent with respect to any provision
      hereof, the recovery of any judgment against any Person or any action to enforce
      the same, or any setoff, counterclaim, recoupment, limitation or termination,
      or
      any breach or alleged breach by the Holder or any other Person of any obligation
      to the Corporation or any violation or alleged violation of law by the Holder
      or
      any other person, and irrespective of any other circumstance which might
      otherwise limit such obligation of the Corporation to the Holder in connection
      with the issuance of such Conversion Shares. In the event a Holder shall elect
      to convert any or all of the Stated Value of its Preferred Stock, the
      Corporation may not refuse conversion based on any claim that such Holder or
      any
      one associated or affiliated with the Holder of has been engaged in any
      violation of law, agreement or for any other reason, unless, an injunction
      from
      a court, on notice, restraining and or enjoining conversion of all or part
      of
      this Preferred Stock shall have been sought and obtained and the Corporation
      posts a surety bond for the benefit of the Holder in the amount of 150% of
      the
      Stated Value of Preferred Stock outstanding, which is subject to the injunction,
      which bond shall remain in effect until the completion of arbitration/litigation
      of the dispute and the proceeds of which shall be payable to such Holder to
      the
      extent it obtains judgment. In the absence of an injunction precluding the
      same,
      the Corporation shall issue Conversion Shares or, if applicable, cash, upon
      a
      properly noticed conversion. If the Corporation fails to deliver to the Holder
      such certificate or certificates pursuant to Section 5(b)(i) by the Share
      Delivery Date applicable to such conversion, the Corporation shall pay to such
      Holder, in cash, as liquidated damages and not as a penalty, for each $5,000
      of
      Stated Value of Preferred 

      
        
 

      

    

    
      
        
        

      

      
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      Stock
        being converted, $50 per Trading Day (increasing to $100 per Trading Day
        after 3
        Trading Days and increasing to $200 per Trading Day 6 Trading Days after
        such
        damages begin to accrue) for each Trading Day after the Share Delivery Date
        until such certificates are delivered. Nothing herein shall limit a Holder’s
        right to pursue actual damages for the Corporation’s failure to deliver
        certificates representing shares of Common Stock upon conversion within the
        period specified herein and such Holder shall have the right to pursue all
        remedies available to it hereunder, at law or in equity including, without
        limitation, a decree of specific performance and/or injunctive
        relief.

      


      (iii)
        If
        the Corporation fails to deliver to the Holder such certificate or certificates
        pursuant to Section 5(b)(i) by a Share Delivery Date, and if after such Share
        Delivery Date the Holder purchases (in an open market transaction or otherwise)
        Common Stock to deliver in satisfaction of a sale by such Holder of the
        Conversion Shares which the Holder was entitled to receive upon the conversion
        relating to such Share Delivery Date (a “Buy-In”),
        then
        the Corporation shall pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        Common Stock so purchased exceeds (y) the product of (1) the aggregate number
        of
        shares of Common Stock that such Holder was entitled to receive from the
        conversion at issue multiplied by (2) the price at which the sell order giving
        rise to such purchase obligation was executed. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a
        Buy-In with respect to an attempted conversion of shares of Preferred Stock
        with
        respect to which the aggregate sale price giving rise to such purchase
        obligation is $10,000, under clause (A) of the immediately preceding sentence
        the Corporation shall be required to pay the Holder $1,000. The Holder shall
        provide the Corporation written notice indicating the amounts payable to
        the
        Holder in respect of the Buy-In, together with applicable confirmations and
        other evidence reasonably requested by the Corporation. Nothing herein shall
        limit a Holder’s right to pursue any other remedies available to it hereunder,
        at law or in equity including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Corporation’s failure
        to timely deliver certificates representing shares of Common Stock upon
        conversion of the shares of Preferred Stock as required pursuant to the terms
        hereof.

      


      (c) (i)
        The
        conversion price for each share of Preferred Stock shall equal $3.00
        (the
“Set
        Price”),
        subject to adjustment below.

      


       
        (ii) if the Corporation, at any time while the Preferred Stock is outstanding:
        (A) shall pay a stock dividend or otherwise make a distribution or distributions
        on 
shares of its Common Stock or any other equity or equity equivalent
        securities payable in shares of Common Stock and the Series A


    

     

     

    
      
        
        

      

      
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    Preferred
      Stock, provided the terms of such issuance of interest or dividends, as the
      case
      may be, is not amended after the Original Issue Date to an effective conversion
      price less than the then Set Price, (B) subdivide outstanding shares of Common
      Stock into a larger number of shares, (C) combine (including by way of reverse
      stock split) outstanding shares of Common Stock into a smaller number of shares,
      or (D) issue by reclassification of shares of the Common Stock any shares of
      capital stock of the Corporation, then the Set Price shall be multiplied by
      a
      fraction of which the numerator shall be the number of shares of Common Stock
      (excluding treasury shares, if any) outstanding before such event and of which
      the denominator shall be the number of shares of Common Stock Outstanding after
      such event. Any adjustment made pursuant to this Section shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution and shall become effective immediately
      after the effective date in the case of a subdivision, combination, or
      reclassification.

    
      


      (iii)
        if the
        Corporation, at any time while the Preferred Stock is outstanding, shall
        issue
        rights, options or warrants to all holders of Common Stock (and not to Holders)
        entitling them to subscribe for or purchase shares of Common Stock at a price
        per share less than the VWAP at the record date mentioned below, then the
        Set
        Price shall be multiplied by a fraction, of which the denominator shall be
        the
        number of shares of the Common Stock Outstanding on the date of issuance
        of such
        rights or warrants plus the number of additional shares of Common Stock offered
        for subscription or purchase, and of which the numerator shall be the number
        of
        shares of the Common Stock Outstanding on the date of issuance of such rights
        or
        warrants plus the number of shares which the aggregate offering price of
        the
        total number of shares so offered (assuming receipt by the Corporation in
        full
        of all consideration payable upon exercise of such rights, options or warrants)
        would purchase at such VWAP. Such adjustment shall be made whenever such
        rights
        or warrants are issued, and shall become effective immediately after the
        record
        date for the determination of stockholders entitled to receive such rights,
        options, or warrants.

      


      (iv)
        if
        the Corporation or any subsidiary thereof at any time while any of the Preferred
        Stock is outstanding, shall offer, sell, grant any option or warrant to purchase
        or offer, sell or grant any right to reprice its securities, or otherwise
        dispose of or issue (or announce any offer, sale, grant or any option to
        purchase or other disposition) any Common Stock or any equity or equity
        equivalent securities (including any equity, debt or other instrument that
        is at
        any time over the life thereof convertible into or exchangeable for Common
        Stock) (collectively, “Common
        Stock Equivalents”)
        entitling any Person to acquire shares of Common Stock, at an effective price
        per share less than the Set Price (such lower price, the “Base
        Conversion Price”
        and
        such issuances collectively, a “Dilutive
        Issuance”),
        as
        adjusted hereunder (if 



    
      
        
        

      

      
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    the
      holder of the Common Stock or Common Stock Equivalent so issued shall at any
      time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at a effective price
      per
      share which is less than the Set Price, such issuance shall be deemed to have
      occurred for less than the Set Price), then the Set Price shall be reduced
      to
      equal the Base Conversion Price. Such adjustment shall be made whenever such
      Common Stock or Common Stock Equivalents are issued. The Corporation shall
      notify the Holder in writing, no later than the Business Day following the
      issuance of any Common Stock or Common Stock Equivalents subject to this
      section, indicating therein the applicable issuance price, or of applicable
      reset price, exchange price, conversion price and other pricing terms (such
      notice the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Corporation provides a Dilutive
      Issuance Notice pursuant to this Section 7(b), upon the occurrence of any
      Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
      entitled to receive a number of Conversion Shares based upon the Base Conversion
      Price regardless of whether the Holder accurately refers to the Base Conversion
      Price in the Notice of Conversion.

    
      


      (v)
        if
        the Corporation, at any time while the Preferred Stock is outstanding, shall
        distribute to all holders of Common Stock (and not to Holders) evidences
        of its
        indebtedness or assets or rights or warrants to subscribe for or purchase
        any
        security other than the Common Stock (which shall be subject to Section
        5(c)(iii), then in each such case the Set Price shall be adjusted by multiplying
        the Set Price in effect immediately prior to the record date fixed for
        determination of stockholders entitled to receive such distribution by a
        fraction of which the denominator shall be the VWAP determined as of the
        record
        date mentioned above, and of which the numerator shall be such VWAP on such
        record date less the then per share fair market value at such record date
        of the
        portion of such assets or evidence of indebtedness so distributed applicable
        to
        one outstanding share of the Common Stock as determined by the Board of
        Directors in good faith. In either case the adjustments shall be described
        in a
        statement provided to the Holders of the portion of assets or evidences of
        indebtedness so distributed or such subscription rights applicable to one
        share
        of Common Stock. Such adjustment shall be made whenever any such distribution
        is
        made and shall become effective immediately after the record date mentioned
        above.

      


      (vi)
        All
        calculations under this Section 5(c) shall be made to the nearest cent or
        the
        nearest 1/100th of a share, as the case may be. The number of shares of Common
        Stock outstanding at any given time shall not include shares owned or held
        by or
        for the account of the Corporation, and the disposition of any such shares
        shall
        be considered an issue or sale of 

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    

      Common
        Stock. For purposes of this Section 5(c), the number of shares of Common
        Stock
        deemed to be outstanding (the “Common
        Stock Outstanding”)
        as of
        a given date shall be the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

      


      (vii)
        Notwithstanding anything to the contrary herein, no adjustment shall be made
        hereunder in connection with an Exempt Issuance.

      


      (viii)
        Whenever the Set Price is adjusted pursuant to this Section the Corporation
        shall promptly mail to each Holder, a notice setting forth the Set Price
        after
        such adjustment and setting forth a brief statement of the facts requiring
        such
        adjustment. If the Corporation issues a variable rate security, despite the
        prohibition thereon in the Purchase Agreement, the Corporation shall be deemed
        to have issued Common Stock or Common Stock Equivalents at the lowest possible
        conversion or exercise price at which such securities may be converted or
        exercised in the case of a Variable Rate Transaction (as defined in the Purchase
        Agreement), or the lowest possible adjustment price in the case of an MFN
        Transaction (as defined in the Purchase Agreement).

      


      Section
        6. Forced
        Conversion.
        The
        Corporation shall have the following rights to force a redemption of the
        Preferred Stock if after the Effective Date, each of the Closing Prices for
        any
        20 consecutive Trading Days (such 20 day period commencing only after the
        later
        of the Effective Date, such period the “Threshold
        Period”))
        exceeds 250% of the then Conversion Price, the Corporation may, within 1
        Trading
        Day of the end of any such Threshold Period, deliver a notice to the Holder
        (a
“Forced
        Conversion Notice”
        and the
        date such notice is received by the Holder, the “Forced
        Conversion Notice Date”)
        to
        cause the Holder to immediately convert all or part of the then outstanding
        Stated Value amount of Preferred Stocks. The Corporation may only effect
        a
        Forced Conversion Notice if all of the Equity Conditions are met through
        the
        applicable Threshold Period until the date of the applicable Forced Conversion
        and through and including the date such shares of Common Stock are issued
        to the
        Holder. Any Forced Conversion shall be applied ratably to all Holders based
        on
        their initial purchases of Preferred Stocks pursuant to the Purchase Agreement.
        For purposes of clarification, a Forced Conversion shall be subject to all
        of
        the provisions of Section 5, including, without limitation, the provision
        requiring payment of liquidated damages and limitations on conversions.


      


      Section
        7. Redemption
        Upon Triggering Events.

      


           (a) Upon
        the
        occurrence of a Triggering Event, each Holder shall (in addition to all other
        rights it may have hereunder or under applicable law) have the right,
        exercisable at the sole option of such Holder, to require the Corporation
        to,
        (i) with respect to the Triggering Events set forth in Sections 7(b)(iii),
        (v),
        (vii), (ix), (x)(as to voluntary filings only) and (xii)), redeem all of
        the
        Preferred Stock then held by such Holder for a redemption price, in cash,
        equal
        to the Triggering Redemption Amount; or, (ii) at the option of the Holder
        and
        with respect to the 

    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Triggering
      Events set forth in Sections 7(b)(i), (ii), (iv), (vi), (viii), (x)(as to
      involuntary filings only) and (xi), either (A) redeem all of the Preferred
      Stock
      then held by such Holder for a redemption price, in shares of Common Stock,
      equal to a number of shares of Common Stock equal to the Triggering Redemption
      Amount divided by 75% of the average of the 10 VWAPs immediately prior to the
      date of election hereunder or (B) increase the dividend on all of the
      outstanding Preferred Stock held by such Holder to equal 18% per annum
      thereafter. The Triggering Redemption Amount, in cash or in shares, if the
      Corporation elects clauses (i) or (ii)(B) above, shall be due and payable or
      issuable, as the case may be, within 5 Trading Days of the date on which the
      notice for the payment therefor is provided by a Holder (the “Triggering
      Redemption Payment Date”).
      If
      the Corporation fails to pay the Triggering Redemption Amount hereunder in
      full
      pursuant to this Section on the date such amount is due in accordance with
      this
      Section (whether in cash or shares of Common Stock), the Corporation will pay
      interest thereon at a rate of 18% per annum (or such lesser amount permitted
      by
      applicable law), accruing daily from such date until the Triggering Redemption
      Amount, plus all such interest thereon, is paid in full. For purposes of this
      Section, a share of Preferred Stock is outstanding until such date as the Holder
      shall have received Conversion Shares upon a conversion (or attempted
      conversion) thereof that meets the requirements hereof or has been paid the
      Triggering Redemption Amount plus all accrued but unpaid dividends and all
      accrued but unpaid liquidated damages in cash.

    
      


      (b) “Triggering
        Event”
        means
        any one or more of the following events (whatever the reason and whether
        it
        shall be voluntary or involuntary or effected by operation of law or pursuant
        to
        any judgment, decree or order of any court, or any order, rule or regulation
        of
        any administrative or governmental body):

      


      (i)
        the
        failure of a Conversion Shares Registration Statement to be declared effective
        by the Commission on or prior to the 165th
        day
        after the Original Issue Date;

      


      (ii)
        if,
        during the Effectiveness Period, the effectiveness of the Conversion Shares
        Registration Statement lapses for any reason for more than an aggregate of
        25
        calendar days (which need not be consecutive days) during any 12 month period,
        or the Holder shall not be permitted to resell Registrable Securities under
        the
        Conversion Shares Registration Statement for more than an aggregate of 25
        calendar days (which need not be consecutive days) during any 12 month
        period;

      


      (iii)
        the
        Corporation shall fail to deliver certificates representing Conversion Shares
        issuable upon a conversion hereunder that comply with the provisions hereof
        prior to the 5th
        Trading
        Day after such shares are required to be delivered hereunder, or the Corporation
        shall provide written notice to any Holder, including by way of public
        announcement, at any time, of its intention not to comply with requests for
        conversion of any shares of Preferred Stock in accordance with the terms
        hereof;

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    

      (iv)
        one
        of the Events (as defined in the Registration Rights Agreement) described
        in
        subsections (i), (ii) or (iii) of Section 2(c) of the Registration Rights
        Agreement shall not have been cured to the satisfaction of the Holders prior
        to
        the expiration of 30 days from the Event Date (as defined in the Registration
        Rights Agreement) relating thereto (other than an Event resulting from a
        failure
        of a Conversion Shares Registration Statement to be declared effective by
        the
        Commission on or prior to the 145th day after the Original Issue Date, which
        shall be covered by Section 7(b)(i));

      


      (v)
        the
        Corporation shall fail for any reason to pay in full the amount of cash due
        pursuant to a Buy-In within 5 days after notice therefor is delivered hereunder
        or shall fail to pay all amounts owed on account of an Event within five
        days of
        the date due;

      


      (vi)
        the
        Corporation shall fail to have available a sufficient number of authorized
        and
        unreserved shares of Common Stock to issue to such Holder upon a conversion
        hereunder;

      


      (vii)
        the
        Corporation shall fail to observe or perform any other covenant, agreement
        or
        warranty contained in, or otherwise commit any breach of the Transaction
        Documents, and such failure or breach shall not, if subject to the possibility
        of a cure by the Corporation, have been remedied within 30 calendar days
        after
        the date on which written notice of such failure or breach shall have been
        given;

      


      (viii)
        any breach of the agreements delivered to the initial Holders at the Closing
        pursuant to Section 2.2(a)(vi) of the Purchase Agreement;

      


      (ix)
        the
        Corporation shall redeem more than a de minimis number of Junior
        Securities;

       

      (x)
        the
        Corporation shall be party to a Change of Control Transaction;

       

      (xi)
        there shall have occurred a Bankruptcy Event; or

       

      (xii)
        the
        Common Stock shall fail to be listed or quoted for trading on a Principal
        Market
        for more than 5 Trading Days, which need not be consecutive Trading
        Days.

       

      Section
        8. Definitions.
        For the
        purposes hereof, the following terms shall have the following
        meanings:

      


      “Alternate
        Consideration”
        shall
        have the meaning set forth in Section 9.

      


      “Bankruptcy
        Event”
        means
        any of the following events: (a) the Corporation or any Significant Subsidiary
        (as such term is defined in Rule 1.02(s) of Regulation 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        S-X)
          thereof commences a case or other proceeding under any bankruptcy,
          reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
          insolvency or liquidation or similar law of any jurisdiction relating to
          the
          Corporation or any Significant Subsidiary thereof; (b) there is commenced
          against the Corporation or any Significant Subsidiary thereof any such
          case or
          proceeding that is not dismissed within 60 days after commencement; (c)
          the
          Corporation or any Significant Subsidiary thereof is adjudicated insolvent
          or
          bankrupt or any order of relief or other order approving any such case
          or
          proceeding is entered; (d) the Corporation or any Significant Subsidiary
          thereof
          suffers any appointment of any custodian or the like for it or any substantial
          part of its property that is not discharged or stayed within 60 days; (e)
          the
          Corporation or any Significant Subsidiary thereof makes a general assignment
          for
          the benefit of creditors; (f) the Corporation or any Significant Subsidiary
          thereof calls a meeting of its creditors with a view to arranging a composition,
          adjustment or restructuring of its debts; or (g) the Corporation or any
          Significant Subsidiary thereof, by any act or failure to act, expressly
          indicates its consent to, approval of or acquiescence in any of the foregoing
          or
          takes any corporate or other action for the purpose of effecting any of
          the
          foregoing.

        


        “Base
          Conversion Price”
          shall
          have the meaning set forth in Section 5(c)(iv). 

        


        “Buy-In”
          shall
          have the meaning set forth in Section 5(b)(iii).

        


        “Change
          of Control Transaction”
          means
          the occurrence after the date hereof of any of (a) an acquisition after
          the date
          hereof by an individual or legal entity or “group” (as described in Rule
          13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
          through legal or beneficial ownership of capital stock of the Corporation,
          by
          contract or otherwise) of in excess of 33% of the voting securities of
          the
          Corporation, or (b) a replacement at one time or within a one year period
          of
          more than one-half of the members of the Corporation’s board of directors which
          is not approved by a majority of those individuals who are members of the
          board
          of directors on the date hereof (or by those individuals who are serving
          as
          members of the board of directors on any date whose nomination to the board
          of
          directors was approved by a majority of the members of the board of directors
          who are members on the date hereof), or (c) the execution by the Corporation
          of
          an agreement to which the Corporation is a party or by which it is bound,
          providing for any of the events set forth above in (a) or (b).

        


        “Closing”
          means
          closing of the purchase and sale of the Preferred Stock.

         

        “Closing
          Date”
          means
          the Trading Day when all of the Transaction Documents have been executed
          and
          delivered by the applicable parties thereto, and all conditions precedent
          to (i)
          the Holders’ obligations to pay the Subscription Amount and (ii) the
          Corporation’s obligations to deliver the shares of Preferred Stock and Warrants
          have been satisfied or waived. 

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

        


        “Commission”
          means
          the Securities and Exchange Commission.

        


        “Common
          Stock”
          means
          the Corporation’s common stock, par value $0.01 per share, and stock of any
          other class into which such shares may hereafter have been reclassified
          or
          changed.

        


        “Common
          Stock Outstanding”
          shall
          have the meaning set forth in Section 5(c)(vi).

        


        “Conversion
          Amount”
          means
          the sum of the Stated Value at issue.

        


        “Conversion
          Date”
          shall
          have the meaning set forth in Section 5(b)(i).

        


        “Conversion
          Shares”
          means,
          collectively, the shares of Common Stock into which the shares of Preferred
          Stock are convertible in accordance with the terms hereof.

        


        “Conversion
          Shares Registration Statement”
          means a
          registration statement that meets the requirements of the Registration
          Rights
          Agreement and registers the resale of all Conversion Shares by the Holder,
          who
          shall be named as a “selling stockholder” thereunder, all as provided in the
          Registration Rights Agreement.

        


        “Dilutive
          Issuance”
          shall
          have the meaning set forth in Section 5(c)(iv).

        


        “Dilutive
          Issuance Notice”
          shall
          have the meaning set forth in Section 5(c)(iv).

        


        “Dividend
          Payment Date”
          shall
          have the meaning set forth in Section 2(a).

        


        “Effective
          Date”
          means
          the date that the Conversion Shares Registration Statement is declared
          effective
          by the Commission.

        


        “Equity
          Conditions”
          Unless
          waived by a Holder as to a particular event (which waiver shall apply only
          to
          such Holder), as of such event date, the following conditions have been
          met: (i)
          the Corporation shall have duly honored all conversions and redemptions
          scheduled to occur or occurring prior to such date, (ii) there is an effective
          Conversion Shares Registration Statement pursuant to which the Holders
          are
          permitted to utilize the prospectus thereunder to resell all of the Conversion
          Shares issued to the Holders and all of the Conversion Shares as are issuable
          to
          the Holders upon conversion in full of the Preferred Stock (and the Corporation
          believes, in good faith, that such effectiveness will continue uninterrupted
          for
          the foreseeable future), (iii) the Common Stock is listed for trading on
          the
          Principal Market (and the Corporation believes, in good faith, that trading
          of
          the Common Stock on the Principal Market will continue uninterrupted for
          the
          foreseeable future), (iv) all liquidated damages and other amounts owing
          in
          respect of the Preferred Stock shall have been paid or will, concurrently
          with
          the 


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

           

          issuance
            of the Conversion Shares, be paid in cash; (v) there is a sufficient
            number of
            authorized but unissued and otherwise unreserved shares of Common Stock
            for the
            issuance of all the Conversion Shares as are issuable to the Holder upon
            conversion in full of the Preferred Stock; (vi) no Triggering Event has
            occurred
            and is continuing; (vii) all of the Conversion Shares issuable to the
            Holder
            upon conversion in full of the Preferred Stock will not violate the limitations
            set forth in Sections 5(a)(ii) and (iii); and (viii) no public announcement
            of a
            pending or proposed Fundamental Transaction or Change of Control Transaction
            has
            occurred that has not been consummated.

        

        


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

        


        “Exempt
          Issuance”
          means
          the issuance of (a) shares of Common Stock or options to employees, officers
          or
          directors of the Corporation pursuant to any stock or option plan duly
          adopted
          by a majority of the non-employee members of the Board of Directors of
          the
          Corporation or a majority of the members of a committee of non-employee
          directors established for such purpose, (b) securities upon the exercise
          of or
          conversion of any securities issued hereunder, convertible securities,
          options
          or warrants issued and outstanding on the date of the Purchase Agreement,
          provided that such securities have not been amended since the date of the
          Purchase Agreement to increase the number of such securities or to decrease
          the
          exercise or conversion price of any such securities, and (c) securities
          issued
          pursuant to acquisitions or strategic transactions, provided any such issuance
          shall only be to a Person which is, itself or through its subsidiaries,
          an
          operating company in a business synergistic with the business of the Corporation
          and in which the Corporation receives benefits in addition to the investment
          of
          funds, but shall not include a transaction in which the Corporation is
          issuing
          securities primarily for the purpose of raising capital or to an entity
          whose
          primary business is investing in securities. 

        


        “Fundamental
          Transaction”
          means
          the occurrence after the date hereof of any of (a) the Corporation effects
          any
          merger or consolidation of the Corporation with or into another Person,
          (b) the
          Corporation effects any sale of all or substantially all of its assets
          in one or
          a series of related transactions, (c) any tender offer or exchange offer
          (whether by the Corporation or another Person) is completed pursuant to
          which
          holders of Common Stock are permitted to tender or exchange their shares
          for
          other securities, cash or property, or (d) the Corporation effects any
          reclassification of the Common Stock or any compulsory share exchange pursuant
          to which the Common Stock is effectively converted into or exchanged for
          other
          securities, cash or property.

        


        “Holder”
          shall
          have the meaning given such term in Section 1 hereof.

        


        “Junior
          Securities”
          means
          the Common Stock and all other equity or equity equivalent securities of
          the
          Corporation other than those securities that are (a) 


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        outstanding
          on the Original Issue Date and (b) which are explicitly senior in rights
          or
          liquidation preference to the Preferred Stock.

        


        “Liquidation”
          shall
          have the meaning given such term in Section 4. 

        


        “Notice
          of Conversion”
          shall
          have the meaning given such term in Section 5(a). 

        


        “Original
          Issue Date”
          shall
          mean the date of the first issuance of any shares of the Preferred Stock
          regardless of the number of transfers of any particular shares of Preferred
          Stock and regardless of the number of certificates which may be issued
          to
          evidence such Preferred Stock.

        


        “Person”
          means a
          corporation, an association, a partnership, an organization, a business,
          an
          individual, a government or political subdivision thereof or a governmental
          agency.

        


        “Principal
          Market”
          initially means the Over-the-Counter Bulletin Board and shall also include
          the
          American Stock Exchange, NASDAQ Small-Cap Market, the New York Stock Exchange,
          or the NASDAQ National Market, whichever is at the time the principal trading
          exchange or market for the Common Stock, based upon share volume.

         

        “Purchase
          Agreement”
          means
          the Securities Purchase Agreement, dated as of the Original Issue Date,
          to which
          the Corporation and the original Holders are parties, as amended, modified,
          or
          supplemented from time to time in accordance with its terms.

        


        “Registration
          Rights Agreement”
          means
          the Registration Rights Agreement, dated as of the Original Issue Date,
          to which
          the Corporation and the original Holders are parties, as amended, modified
          or
          supplemented from time to time in accordance with its terms.

        


        “Securities
          Act”
          means
          the Securities Act of 1933, as amended, and the rules and regulations
          promulgated thereunder.

        


        “Set
          Price”
          shall
          have the meaning set forth in Section 5(c)(i).

        


        “Share
          Delivery Date”
          shall
          have the meaning given such term in Section 5(b). 

        


        “Stated
          Value”
          shall
          have the meaning given such term in Section 1.

        


        “Subscription
          Amount”
          shall
          mean, as to each Purchaser, the amount to be paid for the Preferred Stock
          purchased pursuant to the Purchase Agreement as specified below such Purchaser’s
          name on the signature page of the Purchase 


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        Agreement
          and next to the heading “Subscription Amount”, in United States Dollars and in
          immediately available funds.

        


        “Subsidiary”
          shall
          have the meaning given to such term in the Purchase Agreement.

        


        “Trading
          Day”
          shall
          mean any day during which the Principal Market shall be open for
          business.

        


        “Transaction
          Documents”
          shall
          mean the Purchase Agreement and all agreements entered into in connection
          therewith, including the Registration Rights Agreement and the
          Warrants.

        


        “Triggering
          Event”
          shall
          have the meaning set forth in Section 7(b).

        


        “Triggering
          Redemption Amount”
          for
          each share of Preferred Stock means the sum of (i) the greater of (A) 130%
          of
          the Stated Value and (B) the product of (a) the VWAP on the Trading Day
          immediately preceding the date of the Triggering Event and (b) the Stated
          Value
          divided by the then Set Price, (ii) all accrued but unpaid dividends thereon
          and
          (iii) all liquidated damages and other amounts due in respect of the Preferred
          Stock

        


        “VWAP”
          means,
          for any date, the price determined by the first of the following clauses
          that
          applies: (a) if the Common Stock is then listed or quoted on a Principal
          Market,
          the daily volume weighted average price of the Common Stock for such date
          (or
          the nearest preceding date) on the Principal Market on which the Common
          Stock is
          then listed or quoted as reported by Bloomberg Financial L.P. (based on
          a
          Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) 
          if
          the Common Stock is not then listed or quoted on a Principal Market and
          if
          prices for the Common Stock are then quoted on the OTC Bulletin Board,
          the
          volume weighted average price of the Common Stock for such date (or the
          nearest
          preceding date) on the OTC Bulletin Board; (c)  if the Common Stock
          is not
          then listed or quoted on the OTC Bulletin Board and if prices for the Common
          Stock are then reported in the “Pink Sheets” published by the National Quotation
          Bureau Incorporated (or a similar organization or agency succeeding to
          its
          functions of reporting prices), the most recent bid price per share of
          the
          Common Stock so reported; or (d) in all other cases, the fair market
          value
          of a share of Common Stock as determined by an independent appraiser selected
          in
          good faith by the Purchasers and reasonably acceptable to the
          Corporation.

        


        Section
          9. Fundamental
          Transactions and Change of Control Transactions.
          If a
          Fundamental Transaction occurs, then upon any subsequent conversion of
          shares of
          Preferred Stock, the Holder shall have the right to receive, for each Conversion
          Share that would have been issuable upon such conversion absent such Fundamental
          Transaction, the same kind and amount of securities, cash or property as
          it
          would have been entitled to receive upon the occurrence of such Fundamental
          Transaction if it had been, immediately 


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        prior
          to
          such Fundamental Transaction, the holder of one share of Common Stock (the
          “Alternate
          Consideration”).
          For
          purposes of any such conversion, the determination of the Set Price shall
          be
          appropriately adjusted to apply to such Alternate Consideration based on
          the
          amount of Alternate Consideration issuable in respect of one share of Common
          Stock in such Fundamental Transaction, and the Corporation shall apportion
          the
          Set Price among the Alternate Consideration in a reasonable manner reflecting
          the relative value of any different components of the Alternate Consideration.
          If holders of Common Stock are given any choice as to the securities, cash,
          or
          property to be received in a Fundamental Transaction, then the Holder shall
          be
          given the same choice as to the Alternate Consideration it receives upon
          any
          conversion of shares of Preferred Stock following such Fundamental Transaction.
          To the extent necessary to effectuate the foregoing provisions, any successor
          to
          the Corporation or surviving entity in such Fundamental Transaction shall
          issue
          to the Holder new preferred stock consistent with the foregoing provisions
          and
          evidencing the Holder’s right to convert such preferred stock into Alternate
          Consideration. The terms of any agreement pursuant to which a Fundamental
          Transaction is effected shall include terms requiring any such successor
          or
          surviving entity to comply with the provisions of this Section 9 and insuring
          that the Preferred Stock (or any such replacement security) will be similarly
          adjusted upon any subsequent transaction analogous to a Fundamental Transaction
          or Change of Control Transaction. In the event of a Fundamental Transaction
          or a
          Change of Control Transaction, then at the request of the Holder delivered
          before the 90th day after such Fundamental Transaction, the Corporation
          (or any
          such successor or surviving entity) will purchase the Preferred Stock from
          the
          Holder for a purchase price, payable in cash within five Trading Days after
          such
          request (or, if later, on the effective date of the Fundamental Transaction),
          equal to the Triggering Redemption Amount on such date.

        


        Section
          10. Miscellaneous.
          

        


        (a) If
          (i)
          the Corporation shall declare a dividend (or any other distribution) on
          the
          Common Stock, (ii) the Corporation shall declare a special nonrecurring
          cash
          dividend on or a redemption of the Common Stock, (iii) the Corporation
          shall
          authorize the granting to all holders of Common Stock rights or warrants
          to
          subscribe for or purchase any shares of capital stock of any class or of
          any
          rights, (iv) the approval of any stockholders of the Corporation shall
          be
          required in connection with any reclassification of the Common Stock, any
          consolidation or merger to which the Corporation is a party, any sale or
          transfer of all or substantially all of the assets of the Corporation,
          of any
          compulsory share exchange whereby the Common Stock is converted into other
          securities, cash or property;, or (v) the Corporation shall authorize the
          voluntary or involuntary dissolution, liquidation or winding up of the
          affairs
          of the Corporation; then the Corporation shall cause to be filed at each
          office
          or agency maintained for the purpose of conversion of the Preferred Stock,
          and
          shall caused to be mailed to the Holders at their last addresses as they
          shall
          appear upon the stock books of the Corporation, at least 20 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



        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

           

          record
            is
            not to be taken, the date as of which the holders of the 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 any such reclassification,
            consolidation, merger, sale, transfer or share exchange is expected to
            become
            effective or close, 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, cash or other property deliverable upon such
            reclassification, consolidation, merger, sale, transfer or share exchange;
            provided, 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. Holders are entitled to convert the Conversion
            Amount of Preferred Stock during the 20-day period commencing the date
            of such
            notice to the effective date of the event triggering such
            notice.


        

        (b) The
          Corporation covenants that it will at all times reserve and keep available
          out
          of its authorized and unissued shares of Common Stock solely for the purpose
          of
          issuance upon conversion of Preferred Stock, each as herein provided, free
          from
          preemptive rights or any other actual contingent purchase rights of persons
          other than the Holders, not less than such number of shares of Common Stock
          as
          shall be issuable upon the conversion of all outstanding shares of Preferred
          Stock. The Corporation covenants that all shares of Common Stock that shall
          be
          so issuable shall, upon issue, be duly and validly authorized, issued and
          fully
          paid and nonassessable.

        


        (c) Upon
          a
          conversion hereunder the Corporation 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 VWAP at such time. If any fraction of a Conversion Share
          would, except for the provisions of this Section, be issuable upon a conversion
          hereunder, the Corporation shall pay an amount in cash equal to the VWAP
          immediately prior to the applicable conversion multiplied by such
          fraction.

        


        (d) The
          issuance of certificates for Common Stock on 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 Corporation 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.

        


        (e) To
          effect
          conversions or redemptions, as the case may be, of shares of Preferred
          Stock, a
          Holder shall not be required to surrender the certificate(s) representing
          such
          shares of Preferred Stock to the Corporation unless all of the shares of
          Preferred Stock represented thereby are so converted, in which case the
          Holder
          shall deliver the certificate representing such share of Preferred Stock
          promptly following the Conversion Date at issue. Shares of Preferred Stock
          


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

        
converted
          into Common Stock or redeemed in accordance with the terms hereof shall
          be
          canceled and may not be reissued.

        


        (f) Any
          and
          all notices or other communications or deliveries to be provided by the
          Holders
          of the Preferred Stock hereunder, including, without limitation, any Notice
          of
          Conversion, shall be in writing and delivered personally, by facsimile
          or sent
          by a nationally recognized overnight courier service, addressed to the
          attention
          of the President of the Corporation addressed to One Technology Drive,
          Building
          H, Irvine, California, 92618, Fax Number: 714-341-0060, or to such other
          address
          or facsimile number as shall be specified in writing by the Corporation
          for such
          purpose. Any and all notices or other communications or deliveries to be
          provided by the Corporation hereunder shall be in writing and delivered
          personally, by facsimile or sent by a nationally recognized overnight courier
          service, addressed to each Holder at the facsimile telephone number or
          address
          of such Holder appearing on the books of the Corporation, which address
          shall
          initially be the address of such Holder set forth on the signature pages
          of the
          Purchase Agreement, or such other address as the Corporation or a Holder
          may
          designate by ten days advance written notice to the other parties hereto.
          Any
          notice or other communication or deliveries hereunder shall be deemed given
          and
          effective on the earliest of (i) the date of transmission, if such notice
          or
          communication is delivered via facsimile at the facsimile telephone number
          specified in this Section prior to 6:30 p.m. (New York City time) (with
          confirmation of transmission), (ii) the date after the date of transmission,
          if
          such notice or communication is delivered via facsimile at the facsimile
          telephone number specified in this Section later than 6:30 p.m. (New York
          City
          time) on any date and earlier than 11:59 p.m. (New York City time) on such
          date
          (with confirmation of transmission), (iii) five days after having been
          sent by
          registered or certified mail, return receipt requested, postage prepaid,
          (iv)
          one day after deposit with a nationally recognized overnight courier service,
          specifying next day delivery, with written verification of service, or
          (v) upon
          actual receipt by the party to whom such notice is required to be
          given.

        


        (g) For
          purposes hereof, a share of Preferred Stock is outstanding until such date
          as
          the Holder shall have received the Conversion Shares or redemption amount
          (as
          the case may be) issuable or payable to it in accordance with this Certificate
          of Designations.

         

        (h) Except
          as
          expressly provided herein, no provision of this Certificate of Designation
          shall
          alter or impair the obligation of the Corporation, which is absolute and
          unconditional, to pay the liquidated damages (if any) on, the shares of
          Preferred Stock at the time, place, and rate, and in the coin or currency,
          herein prescribed. 

        


        (i) If
          a
          Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or
          destroyed, the Corporation shall execute and deliver, in exchange and
          substitution for and upon cancellation of a mutilated certificate, or in
          lieu of
          or in substitution for a lost, stolen or destroyed certificate, a new
          certificate for the shares 


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        
of
          Preferred Stock so mutilated, lost, stolen or destroyed but
          only upon receipt of evidence of such loss, theft or destruction of such
          certificate, and of the ownership hereof, and indemnity, if requested,
          all
          reasonably satisfactory to the Corporation. 



        (j) All
          questions concerning the construction, validity, enforcement and interpretation
          of this Certificate of Designation shall be governed by and construed and
          enforced in accordance with the internal laws of the State of New York,
          without
          regard to the principles of conflicts of law thereof. Each party agrees
          that all
          legal proceedings concerning the interpretations, enforcement and defense
          of the
          transactions contemplated by any of the Transaction Documents (whether
          brought
          against a party hereto or its respective affiliates, directors, officers,
          shareholders, employees or agents) shall be commenced in the state and
          federal
          courts sitting in the City of New York, Borough of Manhattan (the “New York
          Courts”). Each party hereto hereby irrevocably submits to the exclusive
          jurisdiction of the New York Courts for the adjudication of any dispute
          hereunder or in connection herewith or with any transaction contemplated
          hereby
          or discussed herein (including with respect to the enforcement of any of
          the
          Transaction Documents), and hereby irrevocably waives, and agrees not to
          assert
          in any suit, action or proceeding, any claim that it is not personally
          subject
          to the jurisdiction of any such court, or such New York Courts are improper
          or
          inconvenient venue for such proceeding. Each party hereby irrevocably waives
          personal service of process and consents to process being served in any
          such
          suit, action or proceeding by mailing a copy thereof via registered or
          certified
          mail or overnight delivery (with evidence of delivery) to such party at
          the
          address in effect for notices to it under this Certificate of Designation
          and
          agrees that such service shall constitute good and sufficient service of
          process
          and notice thereof. Nothing contained herein shall be deemed to limit in
          any way
          any right to serve process in any manner permitted by law. Each party hereto
          hereby irrevocably waives, to the fullest extent permitted by applicable
          law,
          any and all right to trial by jury in any legal proceeding arising out
          of or
          relating to this Certificate of Designation or the transactions contemplated
          hereby. If either party shall commence an action or proceeding to enforce
          any
          provisions of this Certificate of Designation, then the prevailing party
          in such
          action or proceeding shall be reimbursed by the other party for its attorneys
          fees and other costs and expenses incurred with the investigation, preparation,
          and prosecution of such action or proceeding.

         

        (k) Any
          waiver by the Corporation or the Holder of a breach of any provision of
          this
          Certificate of Designation shall not operate as or be construed to be a
          waiver
          of any other breach of such provision or of any breach of any other provision
          of
          this Certificate of Designation. The failure of the Corporation or the
          Holder to
          insist upon strict adherence to any term of this Certificate of Designation
          on
          one or more occasions shall not be considered a waiver or deprive that
          party of
          the right thereafter to insist upon strict adherence to that term or any
          other
          term of this Certificate of Designation. Any waiver must be in
          writing.

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        (l) If
          any
          provision of this Certificate of Designation is invalid, illegal, or
          unenforceable, the balance of this Certificate of Designation shall remain
          in
          effect, and if any provision is inapplicable to any person or circumstance,
          it
          shall nevertheless remain applicable to all other persons and circumstances.
          If
          it shall be found that any interest or other amount deemed interest due
          hereunder violates applicable laws governing usury, the applicable rate
          of
          interest due hereunder shall automatically be lowered to equal the maximum
          permitted rate of interest. 

        


        (m) Whenever
          any payment or other obligation hereunder shall be due on a day other than
          a
          Business Day, such payment shall be made on the next succeeding Business
          Day.

        


        (n) The
          headings contained herein are for convenience only, do not constitute a
          part of
          this Certificate of Designation and shall not be deemed to limit or affect
          any
          of the provisions hereof. 

        


        RESOLVED,
          FURTHER, that the Chairman, the president or any vice-president, and the
          secretary or any assistant secretary, of the Corporation be and they hereby
          are
          authorized and directed to prepare and file a Certificate of Designation
          of
          Preferences, Rights, and Limitations in accordance with the foregoing resolution
          and the provisions of Nevada law.

        
 

        IN
          WITNESS WHEREOF, the undersigned has executed this Certificate this _22_
          day of September, 2005.

        


        


        


        BY:
          _/s/  Thomas Hemingway

        


        NAME:
          THOMAS HEMINGWAY

        


        TITLE:
          President   

        



        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


        ANNEX
          A

        


        NOTICE
          OF
          CONVERSION

        


        (To
          be
          Executed by the Registered Holder in order to convert shares of Preferred
          Stock)

        


        The
          undersigned hereby elects to convert the number of shares of Convertible
          Preferred Stock indicated below, into shares of common stock, par value
          $0.001
          per share (the “Common
          Stock”),
          of
          Oxford Media, Inc., a Nevada corporation (the “Corporation”),
          according to the conditions hereof, as of the date written below. If shares
          are
          to be issued in the name of a person other than undersigned, the undersigned
          will pay all transfer taxes payable with respect thereto and is delivering
          herewith such certificates and opinions as reasonably requested by the
          Corporation in accordance therewith. No fee will be charged to the Holder
          for
          any conversion, except for such transfer taxes, if any.

        


        Conversion
          calculations:

        


        Date
          to
          Effect Conversion

        


        -----------------------------------------

        Number
          of
          shares of Preferred Stock owned prior to Conversion

        


        -----------------------------------------

        Number
          of
          shares of Preferred Stock to be Converted

        


        -----------------------------------------

        Stated
          Value of shares of Preferred Stock to be Converted

        


        -----------------------------------------

        Number
          of
          shares of Common Stock to be Issued

        


        -----------------------------------------

        Applicable
          Set Price

        


        -----------------------------------------

        Number
          of
          shares of Preferred Stock subsequent to Conversion

        


        -----------------------------------------

        


        [HOLDER]

        


        By:_______________________

        Name: