CERTIFICATE
OF DESIGNATION


OF


SERIES
B CONVERTIBLE PREFERRED STOCK


OF


YARRAMAN
WINERY, INC.





Pursuant
to Section 78.1955 of the


Nevada
Revised Statutes





The
undersigned does hereby certify that pursuant to the authority conferred upon
the Board of Directors of YARRAMAN WINERY, INC., a Nevada corporation (the
“Corporation”), by Article II Section 7 of the Corporation’s Amended and
Restated Bylaws and Section 78.315 of the Nevada Revised Statutes, the Board of
Directors, by unanimous written consent, duly approved and adopted the following
resolution (referred to herein as the “Resolution”):





RESOLVED, that pursuant to the
authority conferred upon the Board of Directors of the Corporation (“Board of
Directors”) by Section 4.01 of the Articles of Incorporation of the Corporation,
as amended (the “Articles of Incorporation”), the Board of Directors does hereby
create, authorize, and provide for the issuance of Series B Convertible
Preferred Stock, par value $0.001 per share, of the Corporation (the “Series B
Convertible Preferred Stock”) consisting of  55,000 shares, and hereby
fixes the voting powers, designations, preferences, and relative, participating,
optional and other special rights, and qualifications, limitations, and
restrictions, of the shares of such Series B Convertible Preferred Stock, in
addition to those set forth in the Articles of Incorporation, as
follows:





SECTION
1.  DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK.





The
shares of the series of preferred stock created and authorized by this
Resolution shall be designated “Series B Convertible Preferred
Stock”.  The total number of authorized shares constituting the Series
B Convertible Preferred Stock shall be 55,000. The number of shares constituting
this series of preferred stock of the Corporation may be increased or decreased
at any time, from time to time, in accordance with applicable law up to the
maximum number of shares of preferred stock authorized under the Articles of
Incorporation, less all shares at the time authorized of any other series of
preferred stock of the Corporation; provided, however, that no decrease shall
reduce the number of shares of this series to a number less than that of the
then outstanding shares of Series B Convertible Preferred Stock.  The
stated par value of the Series B Convertible Preferred Stock shall be $0.001 per
share. No shares of Series B Convertible Preferred Stock have heretofore been
issued. Shares of the Series B Convertible Preferred Stock shall be dated the
date of issue.





SECTION
2.  DIVIDEND RIGHTS.





Series B
Convertible Preferred Stock shall participate in any dividend declared with
respect to the common stock of the Corporation (the “Common Stock”), on the
basis as if each outstanding share of Series B Convertible Preferred Stock were
converted to Common Stock at the Conversion Rate immediately prior to such
dividend declaration.  The Board of Directors may not declare any
dividend with respect to the Series B Convertible Preferred Stock, except as
provided in the preceding sentence.





SECTION
3.  LIQUIDATION RIGHTS.





In the
event of any liquidation, dissolution, or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of the Series B
Convertible Preferred Stock then outstanding shall be entitled to the same
liquidation rights as the holders of Common Stock, on the basis as if each
outstanding share of Series B Convertible Preferred Stock were converted to
Common Stock at the Conversion Rate immediately prior to such event, and shall
not be entitled to any rights or preferences superior to any payment or
distribution upon liquidation that shall be made on any other class of capital
stock of the Corporation.





SECTION
4.  VOTING RIGHTS.





The
holders of Series B Convertible Preferred Stock shall be entitled to the number
of votes equal to the number of shares of Common Stock into which such Series
B Convertible Preferred Stock could be converted at the Conversion Rate and
shall have voting rights and powers equal to the voting rights and powers of the
Common Stock (except as otherwise expressly provided herein or as required by
law), voting together with the Common Stock as a single class and shall be
entitled to notice of any stockholders’ meeting in accordance with the Amended
and Restated Bylaws of the Corporation.  Fractional votes shall not,
however, be permitted and any fractional voting rights shall be rounded to a
nearest whole number (with one-half being rounded upward).





SECTION
5.  CONVERSION RIGHTS.





5.1  Conversion of Series B Convertible
Preferred Stock Into Common Stock.  Each outstanding share of
Series B Convertible Preferred Stock shall be automatically converted into 1,000
shares of Common Stock (the “Conversion Rate”) immediately upon the Corporation
increasing its authorized Common Stock to a number sufficient for conversion, at
the Conversion Rate, of all shares of Series B Convertible Preferred Stock into
Common Stock.





5.2  Conversion
Procedure.





(a)  Effective Time of
Conversion.  To the extent permitted by law, the conversion of
the Series B Convertible Preferred Stock into Common Stock shall be deemed to
have been effected immediately prior to the close of business on the date on
which the Corporation duly files an amendment to the Articles of Incorporation
effecting the increase of authorized Common Stock described in Section 5.1 of
this Resolution, and at such time the rights of the holder of such shares of
Series B Convertible Preferred Stock so converted shall cease, and the person or
persons in whose name any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares of Common Stock represented
thereby.  The date on which the conversion of the Series B Convertible
Preferred Stock pursuant to this Section 5.2 into Common Stock occurs is
hereinafter referred to as the “Effective Conversion Date”.  Except as
otherwise provided herein, no payment or adjustment shall be made in respect of
the Common Stock delivered upon conversion of the Series B Convertible Preferred
Stock.





(b)  Issuance of Common Stock
Certificates. As soon as practicable after the Effective Conversion Date,
the Corporation shall issue and deliver, or cause to be issued and delivered, to
each converting holder a certificate or certificates for the number of whole
shares of Common Stock issuable by reason of the conversion of such shares of
Series B Convertible Preferred Stock, registered in such name or names and such
denominations as the converting holder has specified, subject to compliance with
applicable laws to the extent such designation shall involve a
transfer.





(c)  Cancellation of Series B Convertible
Preferred Stock Certificates.  From and after the Effective
Conversion Date, all outstanding Series B Convertible Preferred Stock
certificates shall be deemed cancelled, void and of no further force or
effect.





5.3  Adjustments to Conversion
Rate.





(a)  Subdivision or Combination of Common
Stock.  If the Corporation at any time: (i) pays a dividend or
makes a distribution on its Common Stock in shares of Common Stock, (ii)
subdivides (by stock split, recapitalization, or otherwise) its outstanding
Common Stock into a greater number of shares, or (iii) combines (by reverse
stock split or otherwise) its outstanding Common Stock into a smaller number of
shares, then the Conversion Rate in effect at the time of the record date for
such dividend or distribution, or the effective date of such subdivision or
combination, shall be proportionately adjusted immediately thereafter so that
the holder of any shares of the Series B Convertible Preferred Stock converted
after such event will receive the kind and amount of shares that such holder
would have received if the Series B Convertible Preferred Stock had been
converted immediately prior to the happening of the event. Such adjustment shall
be made successively whenever any of the events referred to in this Section
5.3(a) occur.





(b)  Merger or
Consolidation.  If there is a reorganization, or a merger or
consolidation of the Corporation with or into any other entity which results in
a conversion, exchange, or cancellation of the Common Stock, or a sale of all or
substantially all of the assets of the Corporation, on a consolidated basis
(except for sales or dispositions to a wholly owned subsidiary of the
Corporation), upon any subsequent conversion of the Series B Convertible
Preferred Stock, each holder of the Series B Convertible Preferred Stock will be
entitled to receive the kind and amount of securities, cash, and other property
or assets which the holder would have received if the holder had converted the
shares of Series B Convertible Preferred Stock into Common Stock in accordance
with Section 5 hereof immediately prior to the first of these events and had
retained all the securities, cash, and other property or assets received as a
result of those events.





5.4  Notices.  Notice of Conversion Rate
Adjustments. Upon any adjustment of the Conversion Rate pursuant to the
provisions of Section 5.3 of this Resolution, the Corporation shall promptly
give written notice thereof to each holder of record of the Series B Convertible
Preferred Stock.  Such notice shall set forth (i) the adjusted
Conversion Rate, (ii) a description of the events which caused the adjustment,
(iii) a description of the method of calculation of the adjustment, and (v) the
date on which the adjustments become effective.





5.5  Issue and Other
Taxes.  The Corporation shall pay any and all documentary stamp
or similar issue or other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Series B Convertible
Preferred Stock pursuant hereto. The Corporation, however, shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issue and delivery of any shares of Common Stock in a name other than that in
which the shares of the Series B Convertible Preferred Stock so converted were
registered and no such issue or delivery shall be made unless and until the
person requesting such issue or delivery has paid to the Corporation the amount
of any such tax or has established, to the satisfaction of the Corporation, that
such tax has been paid.





SECTION
6.  STATUS OF CONVERTED STOCK.





All
shares of Series B Convertible Preferred Stock converted into Common Stock shall
be automatically retired and cancelled and shall be restored to the status of
authorized but unissued shares of preferred stock of the Corporation, without
designation as to series, and may thereafter be issued.





SECTION
7.  PRE-EMPTIVE RIGHTS.





The
holders of the Series B Convertible Preferred Stock will not have any
pre-emptive right, in their capacity as such, to subscribe for or to purchase
any shares or any other securities that may be issued by the
Corporation.





SECTION
8.  NO IMPAIRMENT.





The
Corporation, whether by amendment of its Articles of Incorporation, or through
any reorganization, transfer of assets, merger, liquidation, issue or sale of
securities or any other voluntary action, will not avoid or seek to avoid the
observance or performance of any of the terms to be observed hereunder by the
Corporation, but at all times in good faith will assist in the carrying out of
all such action as may be necessary or appropriate in order to protect the
conversion rights of the holders of the Series B Convertible Preferred Stock
against impairment.





SECTION
9.  AMENDMENT AND WAIVER.





Any term
relating to the Series B Convertible Preferred Stock may be amended and the
observance of any term relating to the Series B Convertible Preferred Stock
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the vote or written consent of holders
of at least a majority of the Series B Convertible Preferred Stock then
outstanding.  Any amendment or waiver so effected shall be binding
upon the Corporation and any holder of Series B Convertible Preferred
Stock.





SECTION  10.  NOTICES.





Except as
otherwise expressly provided in this Resolution, whenever a notice or other
communication is required or permitted to be given to holders of Series B
Convertible Preferred Stock, the notice or other communication shall be deemed
to be properly given if deposited into the United States mail, postage prepaid,
addressed to the person(s) shown on the books of the Corporation as the
holder(s) of the shares at the addresses as they appear on the books of the
Corporation, as of a record date or dates determined in accordance with the
Articles of Incorporation and Amended and Restated Bylaws of the Corporation,
this Resolution and applicable law, as in effect from time to time.





SECTION  11.  LIMITED
RIGHTS.





Except as
may be otherwise required by applicable law, the Series B Convertible Preferred
Stock shall not have any designations, preferences, limitations, or relative
rights, other than those specifically set forth in this Resolution and in the
Articles of Incorporation.





SECTION  12.  HEADINGS.





The
headings and various subdivisions in this Resolution are for convenience only
and will not affect the meaning or interpretation of any of the provisions of
this Resolution.








RESOLVED FURTHER,that the
Chief Executive Officer of the Corporation hereby is authorized and directed to
prepare, execute, verify, file and record a Certificate of Designation in
accordance with the foregoing resolutions and the provisions of the Nevada
Revised Statutes.





IN WITNESS WHEREOF, this
Certificate of Designation is executed on behalf of the Corporation by its Chief
Executive Officer this __ day of July, 2009.





YARRAMAN
      WINERY, INC.By:
              /s/
      Ian LongIan
      LongIts:
              Chief
      Executive Officer