CERTIFICATE
OF DESIGNATION OF RIGHTS AND PREFERENCES


FOR
SERIES D 5% CONVERTIBLE PREFERRED STOCK


OF


TECHNEST
HOLDINGS, INC.





Pursuant
to Section 78.1955 of the Nevada Revised Statutes, Technest Holdings, Inc., a
Nevada corporation (the "Company"), does hereby certify:





FIRST:
That pursuant to authority expressly vested in it by the Restated Articles of
Incorporation, as amended, of the Company, the Board of Directors of the Company
has adopted the following resolution establishing a new series of Preferred
Stock of the Company, consisting of Three Thousand (3,000) shares designated
"Series D 5% Convertible Preferred Stock," with such powers, designations,
preferences, and relative participating, optional, or other rights, if any, and
the qualifications, limitations, or restrictions thereof, as are set forth in
the resolutions:





RESOLVED,
that the Company's Board of Directors hereby approves the designation and
issuance of the Series D 5% Convertible Preferred Stock according to the terms
and conditions as set forth in Exhibit A and authorizes and instructs the
Company's Executive Officers to proceed in filing the Certificate of Designation
with the State of Nevada and to take such other action as shall be appropriate
in connection with the issuance of the Series D 5% Convertible Preferred
Stock.





SECOND:
That said resolutions of the directors of the Company were duly adopted in
accordance with the provisions of Sections 78.315 and 78.1955 of the Nevada
Revised Statutes.





IN
WITNESS WHEREOF, the undersigned hereby affirms, under penalties of perjury,
that the foregoing instrument is the act and deed of the Company and that the
facts stated therein are true.  Dated as of the 1st day of October,
2008.











TECHNEST
      HOLDINGS, INC.,
              a
      Nevada corporation,
              
              By: 
      /s/ Gino
      Pereira
              Name:  Gino
      Pereira
              Title:    President














EXHIBIT
A





SERIES D 5% CONVERTIBLE
PREFERRED STOCK TERMS








Section
1.                      Designation, Amount and Par
Value.  The series of preferred stock shall be designated as
the Series D 5% Convertible Preferred Stock (the "Preferred Stock"),
and the number of shares so designated and authorized shall be Three Thousand
(3,000).  Each share of Preferred Stock shall have a par value of
$0.0001 per share and a stated value of $1,000 per share (the "Stated
Value").





Section
2.                      Dividends.





(a)           Holders
of Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors either out of funds legally available therefor or through the
issuance of shares of the Company’s
common stock, and the Company shall accrue, quarterly in arrears on March 31,
June 30, September 30, and December 31 of each year, commencing on the earlier
of December 31, 2008, or any Conversion Date (as defined below), cumulative
dividends on the Preferred Stock at the rate per share (as a percentage of the
Stated Value per share) equal to five percent (5%) per annum, payable in cash or
shares of Common Stock (as defined in Section 7) at the option of the
Holders.  The Company may pay, at its option, accrued dividends at any
time while the Preferred Stock remains outstanding.  The Company shall
pay all accrued and unpaid dividends within five (5) days following either (a)
the conversion of any or all of the Preferred Stock or (b) the redemption by the
Company of any or all of the remaining outstanding shares of Preferred
Stock.  The number of shares of Common Stock issuable as payment of
dividends hereunder shall equal the aggregate dollar amount of dividends then
being paid, divided by the Conversion Price (as defined in Section 5(c)) then in
effect.  Dividends on the Preferred Stock shall be calculated on the
basis of a 360-day year, shall accrue daily commencing the Issuance Date (as
defined in Section 7), and shall be deemed to accrue on such date whether or not
earned or declared and whether or not there are profits, surplus or other funds
of the Company legally available for the payment of dividends.  The
party that holds the Preferred Stock on an applicable record date for any
dividend payment will be entitled to receive such dividend payment and any other
accrued and unpaid dividends which accrued prior to such dividend payment date,
without regard to any sale or disposition of such Preferred Stock subsequent to
the applicable record date but prior to the applicable dividend payment
date.  Except as otherwise provided herein, if at any time the Company
pays less than the total amount of dividends then accrued on account of the
Preferred Stock, such payment shall be distributed ratably among the Holders of
the Preferred Stock based upon the number of shares then held by each Holder in
proportion to the total number of shares of Preferred Stock then
outstanding.  In order for the Holders to exercise the right to have
dividends paid in cash on any Conversion Date, the Holders must indicate such
intention in the Conversion Notice, which notice will remain in effect for
subsequent Conversion Notices until rescinded by the Holder in a written notice
to such effect that is addressed to the Company.





2


(b)  Notwithstanding
anything to the contrary contained herein, the Company may not issue shares of
Common Stock in payment of dividends on the Preferred Stock (and must deliver
cash in respect thereof) if:  (i)  the number of shares of
Common Stock at the time authorized, unissued and unreserved for all purposes,
or held as treasury stock, is either insufficient to issue such dividends in
shares of Common Stock or the Company has not duly reserved for issuance in
respect of such dividends a sufficient number of shares of Common Stock, (ii)
such shares are not listed for trading on the Nasdaq SmallCap Market or the OTC
Bulletin Board ("OTC BB")(and any other exchange, market or trading facility in
which the Common Stock is then listed for trading). Payment of dividends in
shares of Common Stock is further subject to the provisions of Section
5.





(c)  So
long as any shares of Preferred Stock remain outstanding, neither the Company
nor any subsidiary thereof shall, without the consent of the Holders of seventy
five percent (75%) of the shares of Preferred Stock then outstanding, redeem,
repurchase or otherwise acquire directly or indirectly any Junior Securities (as
defined in Section 7), nor shall the Company directly or indirectly pay or
declare any dividend or make any distribution upon, nor shall any distribution
be made in respect of, any Junior Securities, 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.





Section
3.                      Voting Rights; Negative
Covenants.  The Preferred Stock shall have the right to vote on
an as converted basis on any matter that may from time to time be submitted to
the Company’s shareholders for a vote, either by written consent or by
proxy.  So long as any shares of Preferred Stock are outstanding, the
Company shall not and shall cause its subsidiaries not to, without the
affirmative vote of seventy five percent (75%) of the holders of the Preferred
Stock then outstanding, (a) alter or change adversely the powers, preferences or
rights given to the Preferred Stock, (b) alter or amend this Certificate of
Designation, (c) authorize or create any class of stock ranking as to dividends
or distribution of assets upon a Liquidation (as defined in Section 4) or
otherwise senior to or pari passu with the Preferred Stock, (d) amend its
certificate of incorporation, bylaws or other charter documents so as to affect
adversely any rights of any holders of the Preferred Stock, (e) increase the
authorized or designated number of shares of Preferred Stock, (f) allow for the
creation of a corporate obligation other than in the ordinary course of
business, (g) allow the creation of any lien on any of its assets or the assets
of any subsidiary, (h) issue any additional shares of Preferred Stock (including
the reissuance of any shares of Preferred Stock converted for Common Stock) or
(i) enter into any agreement with respect to the foregoing.





Section
4.                      Liquidation.  Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or
involuntary (a "Liquidation"), and
subject to the rights of the holders of the Company’s Series A Convertible
Preferred Stock and Series C Convertible Preferred Stock then outstanding, the
holders of the Preferred Stock shall be entitled to receive out of the assets of
the Company, whether such assets are capital or surplus, for each share of
Preferred Stock an amount equal to the Stated Value plus all accrued but unpaid
dividends per share, whether declared or not, and all other amounts in respect
thereof (including liquidated damages, if any) then due and payable prior to any
distribution or payment shall be made to the holders of any Junior Securities,
and if the assets of the Company shall be insufficient to pay in full such
amounts, then the entire assets to be distributed to the holders of Preferred
Stock shall be distributed among the holders of Preferred Stock ratably in
accordance with the respective amounts that would be payable on such shares if
all amounts payable thereon were paid in full.  The Company shall mail
written notice of any such Liquidation, not less than 45 days prior to the
payment date stated therein, to each record holder of Preferred
Stock.





3


Section
5.                      Conversion.





(a)  Conversions at Option of
Holder.  Each share of Preferred Stock shall be convertible
into shares of Common Stock at the Conversion Ratio (as defined in Section 7) at
the option of a Holder, at any time and from time to time, from and after the
issuance of the Preferred Stock.  A Holder shall effect conversions by
surrendering to the Company the certificate or certificates representing the
shares of Preferred Stock to be converted to the Company, together with a
completed form of conversion notice attached hereto as Exhibit A (the "Conversion
Notice").  Each Conversion Notice shall specify the number of
shares of Preferred Stock to be converted, the date on which such conversion is
to be effected, which date may not be prior to the date the holder delivers such
Conversion Notice by facsimile (the "Conversion Date") and
the Conversion Price determined as specified in Section 5(c)
hereof.  If no Conversion Date is specified in a Conversion Notice,
the Conversion Date shall be the date that the Conversion Notice is deemed
delivered pursuant to this Section 5(a).  Subject to Section 5(b)
hereof, each Conversion Notice, once given, shall be irrevocable.





(b)   Not
later than five (5) Trading Days after a Conversion Date, the Company will
deliver to the holder (i) a certificate or certificates representing the number
of shares of Common Stock being issued upon the conversion of shares of
Preferred Stock, (ii) one or more certificates representing the number of shares
of Preferred Stock not converted, (iii) a bank check in the amount of accrued
and unpaid dividends (if the Holder has elected to pay accrued and unpaid
dividends in cash) and (iv) if the Holder has elected and is permitted hereunder
to pay accrued dividends in shares of Common Stock, certificates representing
such number of shares of Common Stock as are issuable on account of accrued
dividends in such number as determined in accordance with Section
2(a).  The Company shall, upon request of the Holder, use reasonable
efforts to deliver any certificate or certificates required to be delivered by
the Company under this Section electronically through the Depository Trust
Company or another established clearing corporation performing similar
functions.  If in the case of any Conversion Notice such certificate
or certificates, including for purposes hereof, any shares of Common Stock to be
issued on the Conversion Date on account of accrued but unpaid dividends
hereunder as specifically determined by the Company, 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 by written notice to the Company at any time
on or before its receipt of such certificate or certificates, to rescind such
conversion, in which event the Company shall immediately return the certificates
representing the shares of Preferred Stock tendered for
conversion.


4





(c) The
conversion price for each share of Preferred Stock (the “Conversion Price”) on
any Conversion Date shall be twenty cents ($0.20), subject to Section 5(d) and
Section 6 below.  All calculations under this Section 5 shall be made
to the nearest whole share of common stock.





(d)  If
at any time conditions shall arise by reason of action taken by the Company
which in the opinion of the Board of Directors are not adequately covered by the
other provisions hereof and which might materially and adversely affect the
rights of the holders of Preferred Stock (different than or distinguished from
the effect generally on rights of holders of any class of the Company's capital
stock) or if at any time any such conditions are expected to arise by reason of
any action contemplated by the Company, the Company shall mail a written notice
briefly describing the action contemplated and the material adverse effects of
such action on the rights of the holders of Preferred Stock at least 30 calendar
days prior to the effective date of such action, and an Appraiser selected by
the holders of majority in interest of the Preferred Stock shall give its
opinion as to the adjustment, if any (not inconsistent with the standards
established in this Section 5), of the Conversion Price (including, if
necessary, any adjustment as to the securities into which shares of Preferred
Stock may thereafter be convertible) and any distribution which is or would be
required to preserve without diluting the rights of the holders of shares of
Preferred Stock; provided, however, that the
Company, after receipt of the determination by such Appraiser, shall have the
right to select an additional Appraiser, in good faith, in which case the
adjustment shall be equal to the average of the adjustments recommended by each
such Appraiser.  The Board of Directors shall make the adjustment
recommended forthwith upon the receipt of such opinion or opinions or the taking
of any such action contemplated, as the case may be; provided, however, that no such
adjustment of the Conversion Price shall be made which in the opinion of the
Appraiser(s) giving the aforesaid opinion or opinions would result in an
increase of the Conversion Price to more than the Conversion Price then in
effect.





(e)  The
Company covenants that it will at all times reserve and keep available out of
its authorized and unissued Common Stock solely for the purpose of issuance upon
conversion of Preferred Stock and payment of dividends on Preferred Stock, each
as herein provided, free from preemptive rights or any other actual or
contingent purchase rights of persons other than the holders of Preferred Stock,
not less than 150% of such number of shares of Common Stock as shall be issuable
(taking into account the adjustments and restrictions of Section 5(d)) upon the
conversion of all outstanding shares of Preferred Stock and payment of dividends
hereunder.  The Company 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.





(f)  Upon
a conversion hereunder the Company shall not be required to issue stock
certificates representing fractions of shares of Common Stock, but may if
otherwise permitted and unless waived by the holder of the Preferred Stock, make
a cash payment in respect of any final fraction of a share based on the Per
Share Market Value at such time.  If the Company elects not, or is
unable, to make such a cash payment, the holder of a share of Preferred Stock
shall be entitled to receive, in lieu of the final fraction of a share, one
whole share of Common Stock.





5


(g)  The
issuance of certificates for shares of 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
Company shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate upon
conversion in a name other than that of the holder of such shares of Preferred
Stock so converted and the Company shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been
paid.





(h)  Shares
of Preferred Stock converted into Common Stock shall be canceled and shall have
the status of authorized but unissued shares of undesignated preferred
stock.





(i)  Any
and all notices or other communications or deliveries to be provided by the
Holders of the Preferred Stock hereunder, including, without limitation, any
Conversion Notice, shall be in writing and delivered by facsimile, sent by a
nationally recognized overnight courier service, or sent by certified or
registered mail, postage prepaid, addressed to the attention of the President of
the Company at the facsimile telephone number or address of the principal place
of business of the Company.  Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered by facsimile, sent by a nationally recognized overnight
courier service or sent by certified or registered mail, postage prepaid,
addressed to each holder of Preferred Stock at the facsimile telephone number or
address of such holder appearing on the books of the Company, or if no such
facsimile telephone number or address appears, at the principal place of
business of the Holder.  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
5:00 p.m. (New York time), (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 5:00 p.m. (New York time) on any
date and earlier than 11:59 p.m. (New York time) on such date, (iii) four days
after deposit in the United States mails, (iv) the Business Day following the
date of mailing, if send by nationally recognized overnight courier service, or
(v) upon actual receipt by the party to whom such notice is required to be
given.





Section
6.  Redemption; Adjustments to
Conversion Price.





(a)           Redemption.





(i)
            The
      Company shall have the obligation, subject to the Holder’s right of
      conversion under Section 5, to redeem from funds legally available
      therefor all or any portion of the then-outstanding and unconverted shares
      of the Preferred Stock at a price equal to the Redemption Price (defined
      below), at such time as the Company has received proceeds from the sale of
      EOIR, or if no such proceeds become available, as such time as the Company
      has funds legally available for redemption.  Any redemption
      pursuant to this Section 6(a)(i) shall be effected by the delivery of a
      notice to each holder of Preferred Stock to be redeemed, which notice
      shall indicate the number of shares of Preferred Stock of each holder to
      be redeemed and the date that such redemption is to be effected, which
      shall be the tenth (10th)
      day after the date such notice is deemed delivered (the "Redemption
      Date").  All redeemed shares of Preferred Stock shall
      cease to be outstanding and shall have the status of authorized but
      unissued preferred stock.








6





(b)  The Conversion Price
shall be subject to adjustment from time to time as follows:





(i).           Sale.   If,
for as long as any shares of Preferred Stock remain outstanding, the Company
enters into a merger (other than where the Company is the surviving entity) or
consolidation with another corporation or other entity (collectively, a “Sale”),
the Company will require, in the agreements reflecting such transaction, that
the surviving entity and, if an entity different from the successor or surviving
entity, the entity whose capital stock or assets the holders of Common Stock of
the Company are entitled to receive as a result of such
transaction,  expressly assume the obligations of the Company
hereunder.  Notwithstanding the foregoing, if the Company enters into
a Sale and the holders of the Common Stock are entitled to receive stock,
securities or property in respect of or in exchange for Common Stock, then as a
condition of such Sale, the Company and any such successor, purchaser or
transferee will agree that the  Preferred Stock may thereafter be
converted on the terms and subject to the conditions set forth above into the
kind and amount of stock, securities or property receivable upon such merger,
consolidation or transfer by a Holder of the number of shares of Common Stock
into which then outstanding shares of Preferred Stock might have been converted
immediately before such merger, consolidation or transfer, subject to
adjustments which shall be as nearly equivalent as may be
practicable.  In the event of any such proposed Sale, the Holder
hereof shall have the right to either (i) convert all of any of the outstanding
Preferred Stock by delivering a Notice of Conversion to the Company within 10
days of receipt of notice of such Sale from the Company or (ii) if the surviving
entity in the transaction is not a publicly traded entity listed on a Principal
Trading Market, demand a redemption of all or any of the
outstanding  Preferred Stock at the  Redemption Price by
delivering a notice to such effect  to the Company within ten (10)
days of receipt of notice of such Sale from the Company.





(ii).           Spin
Off.  If, for as long as any shares of Preferred Stock remain
outstanding  the Company consummates a  spin off or
otherwise divests itself of a part of its business or operations or disposes of
all or of a part of its assets in a transaction (the “Spin Off”) in which the
Company, in addition to or in lieu of any other compensation received by the
Company  for such business, operations or assets, causes securities of
another entity (the “Spin Off Securities”) to be issued to security holders of
the Company, then the Company shall cause (i) to be reserved Spin Off Securities
equal to the number thereof which would have been issued to the Holder had all
of the Holder’s shares of Preferred Stock outstanding on the record date (the
“Record Date”) for determining the amount and number of Spin Off Securities to
be issued to security holders of the Company (the “Outstanding Preferred Stock”)
been converted as of the close of business on the Trading Day immediately before
the Record Date (the “Reserved Spin Off Securities”), and (ii) to be issued to
the Holder upon the conversion of all or any of the Outstanding Preferred Stock,
such amount of the Reserved Spin Off Securities equal to (x) the Reserved Spin
Off Securities multiplied by (y) a fraction, of which (a) the numerator is the
principal amount of the Outstanding Preferred Stock  then being
converted, and (b) the denominator is the principal amount of the Outstanding
Preferred Stock.





7


(iii).           Stock
Splits, etc.  If, at any time while any shares of Preferred Stock
remain outstanding, the Company effectuates a stock split or reverse stock split
of its Common Stock or issues a dividend on its Common Stock consisting of
shares of Common Stock, the Conversion Price and any other amounts calculated as
contemplated by this Certificate of Designations shall be equitably adjusted to
reflect such action.  By way of illustration, and not in limitation,
of the foregoing (i) if the Company effectuates a 2:1 split of its Common Stock,
thereafter, with respect to any conversion for which the Company issues shares
after the record date of such split, the Conversion Price shall be deemed to be
one-half of what it had been calculated to be immediately prior to such split;
(ii) if the Company effectuates a 1:10 reverse split of its Common Stock,
thereafter, with respect to any conversion for which the Company issues shares
after the record date of such reverse split, the Conversion Price shall be
deemed to be ten times what it had been calculated to be immediately prior to
such split; and (iii) if the Company declares a stock dividend of one share of
Common Stock for every 10 shares outstanding, thereafter, with respect to any
conversion for which the Company issues shares after the record date of such
dividend, the Conversion Price shall be deemed to be such amount multiplied by a
fraction, of which the numerator is the number of shares (10 in the example) for
which a dividend share will be issued and the denominator is such number of
shares plus the dividend share(s) issuable or issued thereon (11 in the
example).





(iv).           Notice
of Adjustments.  Upon the occurrence of each adjustment or
readjustment of the Conversion Price pursuant to this Article 6, the Company, at
its expense, shall promptly compute such adjustment or readjustment and prepare
and furnish to each Holder of Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.  The Company shall, upon the
written request at any time of any Holder of Preferred Stock, furnish to such
Holder a like certificate setting forth (i) such adjustment or readjustment,
(ii) the Conversion Price in effect at the time and (iii) the number of shares
of Common Stock and the amount, if any, of other securities or property which at
the time would be received upon conversion of a share of Designated Preferred
Stock.








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


8








"Business Day" means
any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of Delaware are authorized or
required by law or other government action to close.





"Closing Bid Price"
shall mean the closing bid price (as reported by Bloomberg L.P.) of the Common
Stock on the OTC Bulletin Board or such other exchange or trading facility on
which the common stock is traded.





"Common Stock" means
the common stock, $.001 par value per share, of the Company, and stock of any
other class into which such shares may hereafter have been reclassified or
changed.





"Conversion Ratio"
means, at any time, a fraction, the numerator of which is Stated Value plus
accrued but unpaid dividends to the extent to be paid in shares of Common Stock
and the denominator of which is the Conversion Price at such time.





“Issuance Date" means
the earliest date on which a Holder receives shares of the Preferred Stock,
regardless of the number of certificates which may be issued to evidence such
Preferred Stock.





"Junior Securities"
means the Common Stock and all other equity securities of the Company except for
the Company’s
Series A Convertible Preferred Stock and Series C Convertible Preferred
Stock.





"Per Share Market
Value" means on any particular date (a) the closing bid price per share
of the Common Stock on such date on the OTC BB or other principal stock exchange
or quotation system on which the Common Stock is then listed or quoted or if
there is no such price on such date, then the closing bid price on such exchange
or quotation system on the date nearest preceding such date, or (b) if the
Common Stock is not listed then on the OTC BB or any stock exchange or quotation
system, the closing bid price for a share of Common Stock in such other
over-the-counter market, as reported by the Nasdaq Stock Market or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices at the close of business on such
date, or (c) if the Common Stock is not then reported by the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its
functions of reporting prices, then the average of the "Pink Sheet" quotes for
the relevant conversion period, as determined in good faith by the holder, or
(d) if the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Appraiser selected in good faith by
the holders of a majority in interest of the shares of the Preferred Stock;
provided, however, that the
Company, after receipt of the determination by such Appraiser, shall have the
right to select an additional Appraiser, in which case, the fair market value
shall be equal to the average of the determinations by each such
Appraiser.


9





"Person" means an
individual or a corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.





"Redemption Price"
shall be equal to the Stated Value of such shares of Preferred Stock plus all
accrued dividends thereon.





"Trading Day" means
(a) a day on which the Common Stock is traded on the OTC BB or other stock
exchange or market on which the Common Stock has been listed, or (b) if the
Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common
Stock is quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding
its functions of reporting prices).





















10





EXHIBIT
B





NOTICE
OF CONVERSION





(To be
executed by the registered holder


to
convert shares of Preferred Stock)





The
undersigned hereby elects to convert the number of shares of Series D 5%
Convertible Preferred Stock indicated below, into shares of Common Stock, par
value $.001 per share (the "Common Stock"), of Technest Holdings, Inc. (the
"Company") 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 Company 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 to be converted
                
                ______________________________________________________
                Number
      of shares of Common Stock to be issued
                
                ______________________________________________________
                Applicable
      conversion price
                
                ______________________________________________________
                Name
      of Holder
                ______________________________________________________
                
                ______________________________________________________
                Address
      of Holder
                
                __________________________________
                Authorized
      Signature







11