EXHIBIT 4(v)

ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1                         Document Number
Carson City, Nevada 89701-4299                         20070838519-73
(775) 684-5708                                         Filed Date and Time
Website: secretaryofstate.biz                          12/10/2007 2:35PM
                                                       Entity Number C14364-2004
                                                       Filed in the office of
                                                       /s/ Ross Miller
                                                       Secretary of State
                                                       State of Nevada

    CERTIFICATE OF DESIGNATION
BEFORE ISSUANCE OF CLASS OR SERIES
     (PURSUANT TO NRS 78.1955)

USE BLACK INK ONLY-DO NOT HIGHLIGHT         ABOVE SPACE IS FOR OFFICE USE ONLY

             CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION
                         FOR NEVADA PROFIT CORPORATIONS
          (PURSUANT TO NRS 78.1955 BEFORE ISSUANCE OF CLASS OR SERIES)

1.   NAME OF CORPORATION:

International Building Technologies Group, Inc.

2.   THE ORIGINAL CLASS OR SERIES OF STOCK SET FORTH:

Series D Preferred stock.

3.   BY  RESOLUTION  OF THE BOARD OF DIRECTORS  THE ORIGINAL  CLASS OR SERIES IS
     AMENDED AS FOLLOWS:

Pursuant to the  provisions  of NRS.1955 of the Nevada  Statutes,  International
Building  Technologies  Group,  Inc.  a Nevada  profit  corporation  adopts  the
following  Articles of Amendment to the Articles of  Incorporation.

FIRST.  The  Amendment  adopted.   Article  VI  of  the  Company's  Articles  of
Incorporation,  as previously amended, is hereby amended to read in its entirety
as follows:

There is hereby  designated  a series of the  preferred  stock to be called  the
"Series D  Preferred  Stock" to  consist  of  10,000,000  shares and to have the
following  terms:  (please  see  attached  Exhibit A for  changes to  previously
designated Series D preferred stock).

4.   AS OF THE DATE OF THIS  CERTIFICATE  NO  SHARES  OF THE  CLASS OR SERIES OF
     STOCK HAVE BEEN ISSUED.

5.   EFFECTIVE DATE OF FILING (OPTIONAL):
     (MUST NOT BE LATER THAN 90 DAYS AFTER THE CERTIFICATE IS FILED)

6.   OFFICER SIGNATURE (REQUIRED): X /s/ Kenneth Yeung

FILING FEE: $175.00
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
This form must be accompanied by appropriate fees.
<PAGE>
                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
               OF INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.

     Pursuant  to  the  provisions  of  NRS  78.1955  of  the  Nevada  Statutes,
International  Building  Technologies  Group,  Inc. a Nevada profit  corporation
adopts the following Articles of Amendment to the Articles of Incorporation

     FIRST.  The  Amendment  adopted.  Article VI of the  Company's  Articles of
Incorporation,  as previously amended, is hereby amended to read in its entirety
as follows:

     There is hereby designated a series of the preferred stock to be called the
"Series D  Preferred  Stock" to  consist  of  10,000,000  shares and to have the
following terms:

1.   Dividends.  Except as provided herein,  the holder of outstanding shares of
     the Series D Preferred  Stock shall be entitled to receive cash,  stock, or
     other  property,  as  dividends  when,  as, and if declared by the Board of
     Directors of the Company.  If shares of the Series D Preferred Stock or the
     common  stock of the  Company,  par value  $0.001  per share  (the  "Common
     Stock") are to be issued as a dividend,  any such shares shall be issued at
     Market Value.  "Market  Value" for the Common Stock for the purposes of the
     Certificate of Designation shall mean the average of the bid and ask prices
     for the Common Stock for the five business days  preceding the  declaration
     of a dividend by the Board of Directors. "Market Value" with respect to any
     shares of the Series D Preferred  Stock shall be as determined by the Board
     of Directors, whose decision shall be final and binding on all parties.

2.   Redemption Rights.  Subject to the applicable provisions of Nevada law, the
     Company, at the option of its directors, and with the consent of a majority
     of the  stockholders  of the Series D Preferred  Stock,  may at any time or
     from time to time redeem the whole or any part of the outstanding  Series D
     Preferred  Stock. Any such redemption shall be pro rata with respect to all
     of the holders of the Series D Preferred Stock. Upon redemption the Company
     shall pay for each share redeemed the Market Value,  payable in cash.  Such
     redemption shall be on an all-or-nothing basis.

     At least 30 days previous notice by mail,  postage prepaid,  shall be given
     to the  holders of record of the Series D Preferred  Stock to be  redeemed,
     such notice to be addressed to each such stockholder at the address of such
     holder appearing on the books of the Company or given by such holder to the
     Company  for the  purpose of notice,  or if no such  address  appears or is
     given,  at the place where the principal  office of the Company is located.
     Such notice shall state the date fixed for  redemption  and the  redemption
     price,  and shall call upon the holder to  surrender to the Company on said
     date at the place  designated  in the notice such holder's  certificate  or
     certificates  representing the shares to be redeemed.  On or after the date
     fixed for  redemption  and stated in such  notice,  each holder of Series D
     Preferred  Stock called for  redemption  shall  surrender  the  certificate
     evidencing  such  shares to the  Company  at the place  designated  in such
     notice and shall thereupon be entitled to receive payment of the redemption
     price.  If  less  than  all  shares  represented  by any  such  surrendered
     certificate are redeemed,  a new certificate  shall be issued  representing
     the unredeemed  shares.  If such notice of redemption  shall have been duly
     given,  and if on the date fixed for  redemption  funds  necessary  for the
     redemption  shall  be  available   therefore,   notwithstanding   that  the
     certificates  evidencing any Series D Preferred Stock called for redemption
     shall not have been  surrendered,  the dividends with respect to the shares
     so called for  redemption  shall not have been  surrendered,  the dividends
     with respect to the shares so called for redemption  shall  forthwith after
     such date  cease and  determine,  except  only the right of the  holders to
     receive the  redemption  price  without  interest  upon  surrender of their
     certificates therefore.
<PAGE>
     If, on or prior to any date  fixed  for  redemption  of Series D  Preferred
     Stock,  the  Company  deposits,  with any bank or trust  company as a trust
     fund, a sum sufficient to redeem, on the date fixed for redemption thereof,
     the  shares  called  for  redemption,  with  irrevocable  instructions  and
     authority  to the bank or trust  company to give the  notice of  redemption
     thereof (or to complete the giving of such notice if theretofore commenced)
     and to pay, or deliver,  on or after the date fixed for redemption or prior
     thereto,  the redemption  price of the shares to their  respective  holders
     upon the  surrender  of their share  certificates,  then from and after the
     date of the deposit (although prior to the date fixed for redemption),  the
     shares so called shall be redeemed and any  dividends on those shares shall
     cease to accrue  after the date fixed for  redemption.  The  deposit  shall
     constitute full payment of the shares to their holders,  and from and after
     the date of the deposit the shares shall no longer be  outstanding  and the
     holders thereof shall cease to be stockholders with respect to such shares,
     and shall have no rights with respect  thereto  except the right to receive
     from the bank or  trust  company  payment  of the  redemption  price of the
     shares  without  interest,   upon  the  surrender  of  their   certificates
     therefore.  Any  interest  accrued on any funds so  deposited  shall be the
     property of, and paid to, the Company. If the holders of Series D Preferred
     Stock so called for redemption  shall not, at the end of six years from the
     date fixed for  redemption  thereof,  have claimed any funds so  deposited,
     such bank or trust  company  shall  thereupon  pay over to the Company such
     unclaimed  funds,  and  such  bank or trust  company  shall  thereafter  be
     relieved of all  responsibility in respect thereof to such holders and such
     holders shall look only to the Company for payment of the redemption price.

3.   Liquidation Rights. Upon the dissolution,  liquidation or winding up of the
     Company,  whether  voluntary  or  involuntary,  the  holders  of  the  then
     outstanding shares of Series D Preferred Stock shall be entitled to receive
     out of the assets of the Company the Market Value (the "Liquidation  Rate")
     before any payment or  distribution  shall be made on the Common Stock,  or
     any other  class of  capital  stock of the  Company  ranking  junior to the
     Series  D  Preferred  Stock;   provided,   however,  that  the  payment  or
     distribution  of the  Liquidation  Rate  shall be made pari  passu with the
     payment or  distribution  of any  liquidation  rights of the holders of the
     Company's Series B Preferred Stock.

     a    The sale, conveyance, exchange or transfer (for cash, shares of stock,
          securities or other  consideration)  of all or  substantially  all the
          property  and  assets of the  Company  shall be deemed a  dissolution,
          liquidation or winding up of the Company for purposes of the Paragraph
          3, but the merger or  consolidation  of the  Company  into or with the
          Company shall not be deemed a dissolution,  liquidation or winding up,
          voluntary or involuntary, for purposes of this Paragraph 3.

     b    After the  payment to the  holders of shares of the Series D Preferred
          Stock of the full  preferential  amounts fixed by this Paragraph 3 for
          shares of the Series D  Preferred  Stock,  the holders of the Series D
          Preferred  Stock  as such  shall  have no right or claim to any of the
          remaining assets of the Company.

     c    In the event the assets of the Company  available for  distribution to
          the  holders  of  the  Series  D  Preferred  Stock  upon  dissolution,
          liquidation or winding up of the Company shall be  insufficient to pay
          in full all  amounts to which such  holders are  entitled  pursuant to
          this  Paragraph  3, no  distribution  shall be made on  account of any
          shares of a class or series of capital stock of the Company ranking on
          a parity with the shares of the Series D Preferred Stock, if any, upon
          such  dissolution,  liquidation  or  winding  up unless  proportionate
          distributive  amounts  shall be paid on  account  of the shares of the
          Series  D  Preferred  Stock,   ratably,  in  proportion  to  the  full
          distributive  amounts for which  holders of all such parity shares are
          respectively  entitled upon such  dissolution,  liquidation or winding
          up.

4.   Conversion of Series D Preferred  Stock.  At any time from date of issuance
     (the  "Conversion  Right  Date"),  the  holder of  shares  of the  Series D
     Preferred Stock shall have the right, at such holder's  option,  to convert
     any number of shares of the  Series D  Preferred  Stock into  shares of the
<PAGE>
     Common  Stock.  Such right to convert shall  commence as of the  Conversion
     Right Date and shall  continue  thereafter  for a period of 10 years,  such
     period ending on the 10th  anniversary of the Conversion Right Date. In the
     event  that the holder of the Series D  Preferred  Stock  elects to convert
     such shares into Common Stock,  the holder shall have 60 days from the date
     of such notice in which to tender his shares of Series D Preferred Stock to
     the  Company.  Any such term  shall be upon the other  following  terms and
     conditions:

     a    Certain Defined Terms.  For purposes of this  Certificate of Amendment
          setting forth the terms of the Series D Preferred Stock, the following
          terms shall have the following meanings:

          i.   "Closing Sale Price" means,  for any security as of any date, the
               last closing trade price for such  security at 4:00 p.m.  Eastern
               Standard  Time on the  NASDAQ  National  Market  as  reported  by
               Bloomberg, or, if the NASDAQ National Market is not the principal
               securities exchange or trading market for such security, the last
               closing  trade  price  of  such  security  at 4:00  p.m.  Eastern
               Standard  Time on the  principal  securities  exchange or trading
               market  where such  security  is listed or traded as  reported by
               Bloomberg,  or, if the  foregoing do not apply,  the last closing
               trade prices of such security at 4:00 p.m.  Eastern Standard Time
               in the over-the  counter market on the electronic  bulletin board
               for such  security  as  reported  by  Bloomberg,  or,  if no last
               closing  trade price is reported for such  security by Bloomberg,
               the  average  of the bid and the ask prices of such  security  as
               reported by  Bloomberg,  or, if no bid or ask prices are reported
               for such  security by  Bloomberg,  the average of the bid and ask
               prices of any market  makers for such security as reported in the
               "pink  sheets" by the  National  Quotation  Bureau,  Inc.  If the
               Closing Sale Price cannot be calculated for such security on such
               date on any of the  foregoing  bases,  the Closing  Sale Price of
               such  security  on such date  shall be the fair  market  value as
               determined  in  good  faith  by the  Board  of  Directors  of the
               Company.

          ii.  "Conversion  Rate" means,  as of any Conversion  Date (as defined
               below) or other date of  determination,  the quotient of: (i) the
               Conversion  Value,  DIVIDED  BY  (ii)  70% of the  Market  Price,
               subject to adjustment as provided herein.

          iii. "Conversion  Value"  shall  initially  mean  $1.00,   subject  to
               adjustment as provided herein.

          iv.  "Market  Price"  means,  with  respect  to any  security  for any
               period,  that price which  shall be  computed  as the  arithmetic
               average of the lowest three  closing bid prices for such security
               within the  previous  20  consecutive  trading  days  immediately
               preceding such date of determination. (All such determinations to
               be appropriately adjusted for any stock dividend,  stock split or
               other similar transaction during such period).

     b    Conversion  Right.  The number of shares of Common Stock issuable upon
          any Conversion  Date shall be determined by multiplying  the number of
          shares of Series D Preferred  Stock to be converted by the  Conversion
          Rate.

     c    Adjustment of Conversion Rate for Certain Events.  The Conversion Rate
          will be subject to adjustment from time to time as follows:

          i.   Adjustment of Conversion Rate Upon  Subdivision or Combination of
               the Series D Stock.  If the  Company at any time  subdivides  the
               authorized  Series D Preferred  Stock (by any stock split,  stock
               dividend, recapitalization or otherwise) into a greater number of
               shares,  the Conversion Rate in effect  immediately prior to such
               subdivision will be  proportionately  reduced.  If the Company at
<PAGE>
               any time combines the Common Stock (by combination, reverse stock
               split  or  otherwise)  into  a  smaller  number  of  shares,  the
               Conversion Rate in effect  immediately  prior to such combination
               will be proportionately increased.

          ii.  Reorganization, Reclassification, Consolidation, Merger, or Sale.
               Any    recapitalization,     reorganization,    reclassification,
               consolidation,  merger,  or other  similar  transaction  which is
               effected  in such a way that  holders  of the  Common  Stock  are
               entitled  to  receive   (either   directly  or  upon   subsequent
               liquidation)  stock,  securities  or assets with respect to or in
               exchange  for the  Common  Stock  is  referred  to  herein  as an
               "Organic  Change."  Prior  to the  consummation  of  any  Organic
               Change, the Company will make appropriate provision,  in form and
               substance  satisfactory  to  the  holders  of a  majority  of the
               outstanding  shares of the Series D  Preferred  Stock,  to ensure
               that each of the  holders  of shares  of the  Series D  Preferred
               Stock will  thereafter  have the right to acquire  and receive in
               lieu of or in addition  to, as the case may be, the shares of the
               Common Stock  immediately  theretofore  acquirable and receivable
               upon the  conversion of such holder's  Series D Preferred  Stock,
               such  shares of stock,  securities  or assets as may be issued or
               payable  with  respect to or in exchange for the number of shares
               of  the  Common  Stock  immediately  theretofore  acquirable  and
               receivable  upon the  conversion of such  holder's  shares of the
               Series D Preferred Stock had such Organic Change not taken place.
               In any such case, the Company will make appropriate provision, in
               form and substance  satisfactory  to the holders of a majority of
               the  outstanding  shares of the Series D  Preferred  Stock,  with
               respect to such holders'  rights and interests to ensure that the
               provisions  of this  paragraph  and  paragraph  4(d)  below  will
               thereafter  be applicable  to the Series D Preferred  Stock.  The
               Company  will not effect  any such  consolidation  or merger,  if
               other than the Company,  assumes, by written instrument,  in form
               and  substance  satisfactory  to the holders of a majority of the
               outstanding   shares  of  the  Series  D  Preferred   Stock,  the
               obligation  to deliver  to each  holder of shares of the Series D
               Preferred Stock such shares of stock, securities or assets as, in
               accordance with the foregoing provisions, that such holder may be
               entitled to acquire.

          iii. Notices.  Immediately upon any adjustment of the Conversion Rate,
               the Company will give written  notice of such  adjustment to each
               holder of shares of the Series D Preferred  Stock,  setting forth
               in  reasonable  detail and  certifying  the  calculation  of such
               adjustment.  The Company will give written  notice to each holder
               of shares of the Series D Preferred  Stock at least 20 days prior
               to the date on which  the  Company  closes  its  books or takes a
               record  with  respect to any  dividend or  distribution  upon the
               Common Stock, or with respect to any pro rata subscription  offer
               to  holders  of the  Common  Stock.  The  Company  will also give
               written notice to each holder of the Series D Preferred  Stock at
               least 20 days  prior to the date on  which  any  Organic  Change,
               dissolution or liquidation will take place.

     d    Mechanics of  Conversion.  To convert shares of the Series D Preferred
          Stock  into  full  shares  of  the  Common  Stock  on  any  date  (the
          "Conversion  Date"),  the holder thereof shall (i) deliver or transmit
          by facsimile  to the  Company,  for receipt on or prior to 11:59 p.m.,
          Pacific  Time,  on the  Conversion  Date,  a copy of a fully  executed
          notice of conversion in the form attached  hereto as Attachment A (the
          "Conversion  Notice"),  and (ii)  surrender  to a common  carrier  for
          delivery to the Company as soon as  practicable  following  such date,
          the certificates (each a "Preferred Stock  Certificate")  representing
          the shares of the Series D  Preferred  Stock  being  converted,  or an
          indemnification undertaking with respect to such shares in the case of
          the loss, theft or destruction  thereof,  and the originally  executed
          Conversion Notice.  Upon receipt by the Company of a facsimile copy of
          a  Conversion   Notice,   the  Company  shall  immediately  send,  via
<PAGE>
          facsimile,  a  confirmation  of  receipt  of the  originally  executed
          Conversion  Notice to such holder.  Within five  business  days of the
          Company's receipt of the originally executed Conversion Notice and the
          holder's Preferred Stock  Certificate(s),  the Company shall issue and
          surrender to a common carrier for overnight delivery to the address as
          specified in the Conversion  Notice, a certificate,  registered in the
          name of the  holder or its  designee,  for the number of shares of the
          Common Stock to which the holder is entitled.

     e    Mandatory  Conversion.  Upon written request from the company,  Holder
          agrees to convert  its  Preferred  Stock to common  stock of INBG on a
          mandatory basis.

     f    Record Holder. The person or persons entitled to receive shares of the
          Common  Stock  issuable  upon  conversion  of shares  of the  Series D
          Preferred Stock shall be treated for all purposes as the record holder
          of such shares of the Common Stock on the Conversion Date.

     g    Fractional  Shares.  The  Company  shall not be  required to issue any
          fraction  of a share of the  Common  Stock  upon any  conversion.  All
          shares of the Common Stock, including fractions thereof, issuable upon
          conversion  of more than one  share of the  Series D  Preferred  Stock
          shall be aggregated for purposes of determining whether the conversion
          would  result in the  issuance  of a fraction of a share of the Common
          Stock.  If, after such  aggregation,  the issuance would result in the
          issuance of a fraction of it share of the Common  Stock,  the Company,
          shall round such fraction of a share of the Common Stock up or down to
          the nearest whole share.

     h    Reissuance of Certificates.  In the event of a conversion of less than
          all of the shares of the Series D  Preferred  Stock  represented  by a
          particular  Preferred  Stock  Certificate,  the Company shall promptly
          cause to be  issued  and  delivered  to the  holder  of such  Series D
          Preferred   Stock  a  new  Series  D   Preferred   Stock   Certificate
          representing  the  remaining  shares of the Series D  Preferred  Stock
          which were not converted.

5.   Reservation of Shares.  The Company  shall,  so long as any of the share of
     the Series D Preferred  Stock are  outstanding,  reserve and keep available
     out of its authorized and unissued  shares of the Common Stock,  solely for
     the  purpose  of  effecting  the  conversion  of the shares of the Series D
     Preferred  Stock,  the number of shares of the  Common  Stock as shall from
     time to time be sufficient to affect the conversion of all the  outstanding
     shares of the Series D Preferred Stock.

6.   Preferred  Status.  The rights of the shares of the Common  Stock  shall be
     subject to the  preferences and relative rights of the shares of the Series
     D Preferred Stock.  Without the prior written consent of the holders of not
     less  than  two-thirds  (2/3) of the  outstanding  shares  of the  Series D
     Preferred  Stock,  the  Company  shall  not  hereafter  authorize  or issue
     additional  or other  capital  stock that is of senior or equal rank to the
     shares of the Series D Preferred  Stock in respect of the preferences as to
     distributions and payments upon the liquidation. Dissolution and winding up
     of the Company described in Paragraph 3 above.

7.   Restriction on Dividends. If any shares of the Series D Preferred Stock are
     outstanding the Company shall not, without the prior written consent of the
     holders of not less than two-thirds (2/3) of the then outstanding shares of
     the Series D Preferred Stock,  directly or indirectly declare,  pay or make
     any  dividends  or  other  distributions  upon  any  of the  Common  Stock.
     Notwithstanding  the  foregoing,  this  paragraph  shall not  prohibit  the
     Company  from  declaring  and paying a dividend in cash with respect to the
     shares of the Common Stock so long as the Company  simultaneously pays each
     holder of shares of the Series D Preferred Stock an amount in cash equal to
     the amount such holder would have received had all of such holder's  shares
     of the Series D Preferred  Stock had been converted to shares of the Common
     Stock on the business day prior to the record date for any such dividend.
<PAGE>
8.   Vote to Change the Terms of the Series D Preferred Stock. Without the prior
     written  consent of the  holders of not less than  two-thirds  (2/3) of the
     outstanding  shares of the Series D Preferred  Stock, the Company shall not
     amend, alter, change or repeal any of the powers, designations, preferences
     and rights of the Series D Preferred Stock.

9.   Lost or Stolen  Certificates.  Upon  receipt  by the  Company  of  evidence
     satisfactory to the Company of the loss,  theft,  destruction or mutilation
     of any Preferred  Stock  Certificates  representing  shares of the Series D
     Preferred  Stock,  and, in the case of loss,  theft or destruction,  of any
     indemnification  undertaking or bond, in the Company's  discretion,  by the
     holder to the Company and, in the case of  mutilation,  upon  surrender and
     cancellation  of the  Preferred  Stock  Certificate(s),  the Company  shall
     execute and deliver new Series D  Preferred  Stock  Certificate(s)  of like
     tenor and date;  provided,  however,  the Company shall not be obligated to
     re-issue  Series D  Preferred  Stock  Certificates  if the  holder  thereof
     contemporaneously requests the Company to convert such shares of the Series
     D Preferred Stock into the Common Stock.

10.  Voting.  The holders of the Series D  Preferred  Stock shall have no voting
     rights on any matter  submitted to the shareholders of the Company of their
     vote, waiver,  release or other action, or be considered in connection with
     the  establishment  of a  quorum,  except  as may  otherwise  be  expressly
     required by law or by the applicable stock exchange rules.

     SECOND. The date of the Amendment is December 3, 2007.

     THIRD.  The Amendment was duly adopted by the Directors  Messrs.  Yeung and
Chin of the Company without  shareholder  action and shareholder  action was not
required.

Signed this 3rd day of December, 2007.

INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.

By /s/ Kenneth Yeung                                By /s/ Peter Chin
   -------------------------                           -------------------------
   Kenneth Yeung - President                           Peter Chin - Secretary
<PAGE>
                                 ATTACHMENT "A"

                 INTERNATIONAL BUILDING TECHNOLOGIES GROUP, INC.
                                CONVERSION NOTICE

     In  accordance  with and  pursuant to the  provisions  of the  Statement of
Resolution  Establishing  Series D  Preferred  Stock of  International  Building
Technologies  Group Inc., the undersigned hereby elects to convert the number of
shares of Series D Preferred  Stock, par value $0.01 per share, of International
Building Technologies Group Inc. (the "Company"), indicated below into shares of
the  Common  Stock,  par value  $0.001 per share (the  "Common  Stock"),  of the
Company, by tendering the stock certificate(s)  representing the share(s) of the
Series D Preferred Stock specified below as of the date specified below.

     The  undersigned   acknowledges   that  the  securities   issuable  to  the
undersigned upon conversion of shares of the Series D Preferred Stock may not be
sold, pledged,  hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to it  that
registration is not required.  A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued upon any conversion of the shares of the Series D Preferred Stock:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAW OF ANY STATE.  WITHOUT SUCH  REGISTRATION,  SUCH
SECURITIES  MAY NOT BE SOLD,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO
THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE  SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF
1933, AS AMENDED,  THE  SECURITIES  LAW OF ANY STATE,  OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER.

Date of Conversion:__________________________

Number of shares of the Series D Preferred Stock to be
converted:_______________________________________________________________

Stock Certificate No(s). of the shares of the Series D Preferred Stock
to be converted:_________________________________________________________

Conversion Rate:_____________________________________

Number of shares of the Common Stock to be issued:_______________________

Name in which shares of the Common Stock are to be
issued:__________________________________________________________________


/s/ Kenneth Yeung
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Signature

Kenneth Yeung
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Printed Name and Address