ROSS
        MILLER
 Secretary
        of
        State
 206
        North Carson Street
 Carson
        City, Nevada
        89701-4299
 (775)
        684 5708
 Website:
        secretaryofstate.biz


Certificate
      of
      Designation


to
      NRS
      78.1955




Certificate
      of
      Designation


For
      Nevada Profit
      Corporations


(Pursuant
      to NRS
      78.1955)




1.
            Name
                of Corporation:Capital
                City Energy Group, Inc.2.
            By
                resolution of the board of directors pursuant to a provision in the
                articles of incorporation, this certificate establishes the following
                regarding the voting powers, designations, preferences, limitations,
                restrictions and relative rights of the following class or series
                of stock.The
                Undersigned, on behalf of Capital City Energy Group, Inc., a Nevada
                corporation (the “Corporation”), hereby certifies that the following
                resolutions were adopted by the Corporation’s board of directors effective
                as of January 22, 2008, pursuant to the authority conferred upon
                the Board
                by the Corporation’s Certificate of Incorporation and in accordance with
                the Nevada Revised Statutes:
              
              RESOLVED:  that
                pursuant to the authority granted to and vested in the Board in accordance
                with the provisions of the Corporation’s Certificate of Incorporation a
                series of preferred stock of the Corporation is hereby created and
                designated with the following relative rights, preferences, privileges,
                qualifications, limitations and restrictions:
              
              Additional
                details provided on attached Certificate of Designation of Series
                A
                Preferred Stock, dated January 22, 2008.3.
            Effective
                date of filing (optional):4.
            Officer
                Signature:/s/ Jennie
                Slade









CAPITAL
      CITY ENERGY GROUP, INC.





CERTIFICATE
      OF DESIGNATION OF


SERIES
      A PREFERRED STOCK





The
      Undersigned, on behalf of Capital City Energy Group, Inc., a Nevada corporation
      (the “Corporation”), hereby certifies that the following resolutions were
      adopted by the Corporation’s board of directors effective as of January 23,
      2008, pursuant to the authority conferred upon the Board by the Corporation’s
      Articles of Incorporation and in accordance with the Nevada Revised
      Statutes:


RESOLVED:  that
      pursuant to the authority granted to and vested in the Board in accordance
      with
      the provisions of the Corporation’s Articles of Incorporation a series of
      preferred stock of the Corporation is hereby created and designated with the
      following relative rights, preferences, privileges, qualifications, limitations
      and restrictions:





1.  Designation
      and
      Number.  There shall be a series of preferred stock, par value
      $0.001 per shares, designated as “Series A Preferred Stock,” and the number of
      shares constituting such series shall be three million two hundred and fifty
      thousand (3,250,000).





2.  Dividends.
      The
      holders of shares of Series A Preferred Stock, in preference to the holders
      of
      Common Stock, shall be entitled to receive when, as and if declared by the
      Board
      of Directors out of funds legally available for the purpose, cumulative
      dividends as provided in this Section 2.





a.  The
      holders of the Series A Preferred Stock shall be entitled to receive cumulative
      dividends, out of the funds legally available therefor, which shall accrue
      on
      each share of Series A Preferred Stock (adjusted for any subdivisions,
      combinations, consolidations or stock distributions or stock dividends with
      respect to such shares) at the Dividend Rate on the sum of (i) the Series A
      Initial Amount and (ii) all accumulated and unpaid dividends accrued thereon
      pursuant to this Section 2(a) from the date of issuance thereof (the “Series A
      Dividends”).  The sum of the Series A Initial Amount and the unpaid
      Series A Dividends is referred to herein as the “Series A Preference
      Amount.”  Such dividends will be calculated and compounded annually in
      arrears on December 31 of each year (each a “Dividend Date”) in respect of the
      prior twelve month period prorated on a daily basis for partial
      periods.  Such dividends shall commence to accrue on each share of
      Series A Preferred Stock from the date of issuance thereof whether or not
      declared by the Board of Directors, and whether or not there are profits,
      surplus or other funds of the Corporation legally available for the payment
      of
      dividends, and shall continue to accrue thereon until the Series A Preference
      Amount is paid in full.  Dividends on each share of Series A Preferred
      Stock shall be payable in cash.  The Corporation shall pay the Series
      A Dividends to the holders of Series A Preferred Stock upon conversion pursuant
      to Section 5 hereof.





b.  To
      the
      extent the Corporation has funds legally available for the payment of dividends,
      as determined in good faith by the Board of Directors, the Corporation shall,
      within thirty (30) days following each calendar quarter, so long as shares
      of
      Series A Preferred Stock are issued and outstanding, declare and pay dividends
      equal to the accrued and unpaid dividends on such Series A Preferred Stock
      as of
      the immediately preceding calendar quarter to record holders of such Series
      A
      Preferred Stock as of the end of the immediately preceding calendar
      quarter.  Except as otherwise provided herein, if at any time the
      Corporation pays less than the total amount of dividends then accrued with
      respect to the Series A Preferred Stock, such payment shall be distributed
      ratably among the holders of the Series A Preferred Stock based upon the
      aggregate accrued but unpaid dividends on the Series A Preferred Stock held
      by
      each holder.




1





c.  No
      dividends shall be declared or paid on the Common Stock until all dividends
      accrued or declared but unpaid on the Series A Preferred Stock shall have been
      paid in full.





3.  Liquidation
      Preference on
      Dissolution, Sale of the Corporation or Reorganization.





a.  In
      the
      event of any liquidation, dissolution or winding up of the affairs of the
      Corporation, either voluntarily or involuntarily (a “Dissolution”), each holder
      of Series A Preferred Stock shall be entitled, after provision for the payment
      of the Corporation’s debts and other liabilities, to be paid in cash in full,
      before any distribution is made on any Common Stock, an amount in cash (the
      “Series A Liquidation Amount”) equal to the greater of (i) the Series A
      Preference Amount applicable to such holder’s Series A Preferred Stock or (ii)
      the amount such holder of Series A Preferred Stock would have received had
      such
      holder converted all Series A Preferred Stock held by such holder into Common
      Stock including in respect of accrued but unpaid Series A Dividends immediately
      prior to such Dissolution. The Corporation shall, not later than 20 days prior
      to the earlier of the record date for the taking of a vote of stockholders
      with
      respect to any Dissolution or the date set for the consummation of a
      Dissolution, provide to the holders of the Series A Preferred Stock such
      information concerning the terms of the Dissolution and the value of the assets
      of the Corporation as may be reasonably requested by the holders of shares
      of
      Series A Preferred Stock.  If, upon a Dissolution, the net assets of
      the Corporation distributable among the holders of all outstanding Series A
      Preferred Stock shall be insufficient to permit the payment of the Series A
      Liquidation Amount in full, then the entire net assets of the Corporation
      remaining after the provision for the payment of the Corporation’s debts and
      other liabilities shall be distributed among the holders of the Series A
      Preferred Stock ratably in proportion to the full preferential amounts to which
      they would otherwise be respectively entitled on account of their Series A
      Preferred Stock.  Upon any such Dissolution, after the holders of
      Series A Preferred Stock shall have been paid in full the Series A Liquidation
      Amount, the remaining net assets of the Corporation shall be distributed to
      the
      other stockholders of the Corporation as their respective interests may
      appear.





b.  In
      the
      event of any Sale of the Corporation, each holder of Series A Preferred Stock
      shall be entitled, after provision for the payment of the Corporation’s debts
      and other liabilities, to be paid in cash in full, before any distribution
      is
      made on any Common Stock, the Series A Liquidation Amount.  The
      Corporation shall, not later than 20 days prior to the earlier of the record
      date for the taking of a vote of stockholders with respect to any Sale of the
      Corporation or the date set for the consummation of a Sale of the Corporation,
      provide to the holders of the Series A Preferred Stock such information
      concerning the terms of the Sale of the Corporation and the value of the assets
      of the Corporation as may be reasonably requested by the holders of shares
      of
      Series A Preferred Stock.  If, upon a Sale of the Corporation, the net
      assets of the Corporation distributable among the holders of all outstanding
      Series A Preferred Stock shall be insufficient to permit the payment of the
      Series A Liquidation Amount in full, then the entire net assets of the
      Corporation remaining after the provision for the payment of the Corporation’s
      debts and other liabilities shall be distributed among the holders of the Series
      A Preferred Stock ratably in proportion to the full preferential amounts to
      which they would otherwise be respectively entitled on account of their Series
      A
      Preferred Stock.  Upon any such Sale of the Corporation, after the
      holders of Series A Preferred Stock shall have been paid in full the Series
      A
      Liquidation Amount, the remaining net assets of the Corporation shall be
      distributed to the other stockholders of the Corporation as their respective
      interests may appear.




2





c.  Any
      Reorganization of the Corporation required by any court or administrative body
      in order to comply with any provision of law shall be deemed to be an
      involuntary liquidation, dissolution or winding up of the Corporation unless
      the
      preferences, qualifications, limitations, restrictions and special or relative
      rights granted to or imposed upon the holders of Series A Preferred Stock are
      not adversely affected by such Reorganization.





4.  Voting
      Rights of Series A
      Preferred Stock. Except as otherwise required by law or as provided
      herein, the shares of the Series A Preferred Stock shall vote together with
      the
      shares of the Corporation’s Common Stock at any annual or special meeting of
      stockholders of the Corporation, or may act by written consent in the same
      manner as the Corporation’s Common Stock, upon the following basis: each holder
      of shares of Series A Preferred Stock shall be entitled to such number of votes
      for the Series A Preferred Stock held by such holder on the record date fixed
      for such meeting, or on the effective date of such written consent, as shall
      be
      equal to the whole number of shares of the Corporation’s Common Stock into which
      such holder’s shares of Series A Preferred Stock are convertible (in accordance
      with the terms of Section 5 hereof), immediately after the close of business
      on
      the record date fixed for such meeting or the effective date of such written
      consent.





5.  Conversion
      Rights.





a.  Conversion
      Procedure.





i.  At
      any
      time and from time to time, any holder of Series A Preferred Stock shall have
      the right, at its option, to convert all or any portion of the shares of Series
      A Preferred Stock (including any fraction of a share) held by such holder into
      a
      number of shares of fully paid and nonassessable Common Stock computed by
      dividing the Series A Initial Amount by the Series A Conversion Price in effect
      on the Conversion Date.  In addition, upon conversion, the Corporation
      shall pay all accrued and unpaid Series A Dividends on such converted shares
      (as
      determined by the Corporation is its sole discretion) (A) in cash (such
      dividends to be paid solely out of the Corporation’s retained earnings legally
      available for the payment of dividends), or (B) by the issuance of such number
      of shares of Series A Preferred Stock as equals the quotient of the accrued
      and
      unpaid Series A Dividends on such converted shares and the Series A Initial
      Amount, and then converting such Series A Preferred Stock into Common Stock
      as
      provided for in this Section (a)(i).





3




ii.  Each
      conversion of Series A Preferred Stock shall be deemed to have been effected
      as
      of the close of business on the effective date of such conversion specified
      in a
      written notice (the “Conversion Date”); provided, however, that the Conversion
      Date shall not be a date earlier than the date such notice is so given, and
      if
      such notice does not specify a conversion date, the Conversion Date shall be
      deemed to be the date such notice is given to the Corporation.  On the
      Conversion Date, the rights of the holder of such Series A Preferred Stock
      as
      such holder shall cease and the Person or Persons in whose name or names any
      certificate or certificates for shares of Common Stock are to be issued upon
      such conversion shall be deemed to have become the holder or holders of record
      of the shares of Common Stock represented thereby.





iii.  As
      soon
      as practicable after the Conversion Date, but in any event within ten (10)
      business days after the holder has delivered the certificates or affidavits
      of
      loss, if applicable, evidencing the shares of Series A Preferred Stock converted
      into shares of Common Stock in accordance herewith, the Corporation shall
      deliver to the converting holder:





1.  a
      certificate or certificates representing, in the aggregate, (1) the number
      of
      shares of Common Stock issued upon such conversion in the same name or names
      as
      the certificates representing the converted shares and in such denomination
      or
      denominations as the converting holder shall specify, and (2) payment of the
      accrued and unpaid Series A Dividends with respect to the converted shares
      (either in cash or converted into Common Stock pursuant to Section 5(a)(i));
      and





2.  a
      certificate representing any shares that were represented by the certificate
      or
      certificates delivered to the Corporation in connection with such conversion
      but
      that were not converted.





iv.  The
      issuance of certificates for shares of Common Stock upon conversion of Series
      A
      Preferred Stock shall be made without charge to the holders of such Series
      A
      Preferred Stock for any issuance tax in respect thereof or other cost incurred
      by the Corporation in connection with such conversion and the related issuance
      of shares of Common Stock.  Upon conversion of any shares of Series A
      Preferred Stock, the Corporation shall take all such actions as are necessary
      in
      order to insure that the Common Stock so issued upon such conversion shall
      be
      validly issued, fully paid and nonassessable.





v.  The
      Corporation shall not close its books against the transfer of Series A Preferred
      Stock or of Common Stock issued or issuable upon conversion of Series A
      Preferred Stock in any manner that interferes with the timely conversion of
      Series A Preferred Stock.  The Corporation shall assist and cooperate
      with any holder of shares of Series A Preferred Stock required to make any
      governmental filings or obtain any governmental approval prior to or in
      connection with any conversion of shares of Series A Preferred Stock hereunder
      (including, without limitation, making any filings required to be made by the
      Corporation).





vi.  The
      Corporation shall at all times reserve and keep available out of its authorized
      but unissued shares of Common Stock, solely for the purpose of issuance upon
      the
      conversion of the Series A Preferred Stock, such number of shares of Common
      Stock as are issuable upon the conversion of all outstanding Series A Preferred
      Stock.  All shares of Common Stock that are so issuable shall, when
      issued, be duly and validly issued, fully paid and nonassessable and free from
      all taxes, liens and charges.  The Corporation shall take all such
      actions as may be necessary to assure that all such shares of Common Stock
      may
      be so issued without violation of any applicable law or governmental regulation
      or any requirements of any domestic securities exchange upon which shares of
      Common Stock may be listed (except for official notice of issuance which shall
      be immediately delivered by the Corporation upon each such
      issuance).





4




b.  Series
      A
      Conversion Price.  The initial conversion price of the Series A
      Preferred Stock shall be the Series A Initial Amount, which may be adjusted
      from
      time to time hereafter (as so adjusted, the “Series A Conversion
      Price”).





c.  Subdivision
      or Combination of Common Stock.  If the Corporation at any time
      subdivides (by any stock split, stock dividend, recapitalization or otherwise)
      its outstanding shares of Common Stock into a greater number of shares, the
      Series A Conversion Price in effect immediately prior to such subdivision shall
      be proportionately reduced, and conversely, in the event the outstanding shares
      of Common Stock shall be combined (by reverse stock split or otherwise) into
      a
      smaller number of shares, the Series A Conversion Price in effect immediately
      prior to such combination shall be proportionately increased.





d.  Adjustment
      for Certain Dividends and Distributions.  In the event the Corporation
      at any time or from time to time after the Series A Original Issue Date shall
      make or issue, or fix a record date for the determination of holders of Common
      Stock entitled to receive, a dividend or other distribution payable on the
      Common Stock in additional shares of Common Stock, then and in each such event
      the Series A Conversion Price in effect immediately before such event shall
      be
      decreased as of the time of such issuance or, in the event such a record date
      shall have been fixed, as of the close of business on such record date, by
      multiplying the Series A Conversion Price then in effect by a
      fraction:





i.  the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date, and


ii.  the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution;





provided,
      however, that if such record date shall have been fixed and such dividend is
      not
      fully paid or if such distribution is not fully made on the date fixed therefor,
      the Series A Conversion Price shall be recomputed accordingly as of the close
      of
      business on such record date and thereafter the Series A Conversion Price shall
      be adjusted pursuant to this subsection as of the time of actual payment of
      such
      dividends or distributions; and provided further, however, that no such
      adjustment shall be made if the holders of Series A Preferred Stock
      simultaneously receive a dividend or other distribution of shares of Common
      Stock in a number equal to the number of shares of Common Stock as they would
      have received if all outstanding shares of Series A Preferred Stock had
      been converted into Common Stock on the date of such event.




5





e.  Adjustments
      for Other Dividends and Distributions. In the event the Corporation at any
      time
      or from time to time after the Series A Original Issue Date shall make or issue,
      or fix a record date for the determination of holders of Common Stock of the
      Corporation entitled to receive, a dividend or other distribution payable in
      securities of the Corporation (other than a distribution of shares of Common
      Stock in respect of outstanding shares of Common Stock) or in other property,
      then and in each such event the holders of Series A Preferred Stock shall
      receive, simultaneously with the distribution to the holders of such Common
      Stock, a dividend or other distribution of such securities or other property
      in
      an amount equal to the amount of such securities or other property as they
      would
      have received if all outstanding shares of Series A Preferred Stock had
      been converted into Common Stock on the date of such event.





f.  Adjustment
      for Merger or Reorganization, etc.  If there shall occur any
      reorganization, recapitalization, consolidation or merger involving the
      Corporation in which the Common Stock (but not the Series A Preferred Stock)
      is
      converted into or exchanged for securities, cash or other property, then, as
      a
      part of and a condition to such reorganization, recapitalization, consolidation
      or merger, provision shall be made so that thereafter each share of Series
      A
      Preferred Stock shall be convertible into the same kind and amount of
      securities, cash or other property of the Corporation, or of the successor
      corporation resulting from such reorganization, recapitalization, consolidation
      or merger, which a holder of the number of shares of Common Stock of the
      Corporation issuable upon conversion of one share of Series A Preferred Stock
      immediately prior to such reorganization, recapitalization, consolidation or
      merger would have been entitled to receive pursuant to such transaction; and,
      in
      such case, appropriate adjustment (as determined in good faith by the Board
      of
      Directors) shall be made in the application of the provisions in this Section
      5
      set forth with respect to the rights and interest thereafter of the holders
      of
      Series A Preferred Stock, to the end that the provisions set forth in this
      Section 5 (including provisions with respect to changes in and other
      adjustments to the Series A Conversion Price) shall thereafter be applicable,
      as
      nearly as reasonably may be, in relation to any shares of stock or other
      property thereafter deliverable upon the conversion of Series A Preferred
      Stock.





g.  Notices.





i.  Immediately
      upon any adjustment of the Series A Conversion Price, the Corporation shall
      give
      written notice thereof to all holders of such Series A Preferred Stock, setting
      forth in reasonable detail and certifying the calculation of such adjustment
      and
      the facts upon which such adjustment is based.





ii.  The
      Corporation shall give written notice to all holders of Series A Preferred
      Stock
      at least twenty (20) days prior to the date on which the Corporation closes
      its
      books or takes a record (a) with respect to any dividend or distribution upon
      Common Stock, (b) with respect to any pro rata subscription offer to holders
      of
      Common Stock, (c) with respect to any dissolution or liquidation or any merger,
      consolidation, reorganization, recapitalization or similar event or (d) with
      respect to any other right afforded to any holder of Common Stock.




6





6.  Corporate
      Redemption.





a.  Redemption.  The
      Series A Preferred Stock may be redeemed (in whole or in part) at the option
      of
      the Corporation on or after January 1, 2009 (each an
“Redemption”).  In any such case, the Corporation shall notify each
      holder of Series A Preferred Stock in writing (a “Redemption Notice”) of the
      Corporation’s intent to exercise the rights afforded by this Section 6(a),
      specifying the number of shares of Series A Preferred Stock to be redeemed,
      the
      date not less than thirty (30) nor more than sixty (60) days from the date
      of
      such notice on which such Series A Preferred Stock shall be redeemed (the
“Redemption Date”), and the place or places at which the shares called for
      redemption shall, upon presentation and surrender of such certificates
      representing such shares, be redeemed.  Subject to Section 6(b), the
      Corporation shall redeem a pro rata amount from each holder of Series A
      Preferred Stock (based on the total number of shares of Series A Preferred
      Stock
      outstanding); provided however, if a holder of Series A Preferred Stock desires
      more or less than such holder’s pro rata amount to be redeemed, such holder
      shall notify the Corporation in writing at least ten (10) days prior to the
      Redemption Date and the Corporation shall make efforts to allocate the
      redemption in a manner consistent with the notices received from the holder’s of
      the Series A Preferred Stock but subject to the full redemption of the amount
      the Corporation has provided notice to redeem (such allocation shall be made
      by
      the Board of Directors). The Corporation shall redeem on the Redemption Date
      each share of Series A Preferred Stock being redeemed in cash by wire transfer
      of immediately available funds at a redemption price equal to the Series A
      Preference Amount (the “Redemption Price”).





b.  Conversion
      Rights.  Notwithstanding Section 6(a), upon receipt of the Redemption
      Notice, each holder of Series A Preferred Stock may, in lieu of having such
      holder’s applicable shares of Series A Preferred Stock being redeemed pursuant
      to Section 6(a), convert all or any portion of the shares of Series A Preferred
      Stock subject to Redemption by notifying the Corporation in writing at least
      ten
      (10) days prior to the Redemption Date of its intent to convert such shares,
      which conversion shall be subject to the provisions of Section 5 (and the
      Conversion Date of such shares shall be the Redemption Date).  The
      number of shares subject to Redemption shall be reduced to the extent holders
      of
      such shares elect to convert such shares into Common Stock pursuant to this
      Section 6(b).





c.  Notices.  The
      notices provided for in this Section 6 shall be sent, if by or on behalf of
      the
      Corporation, to the holders of the Series A Preferred Stock at their respective
      addresses as shall then appear on the records of the Corporation, or if by
      any
      holder of Series A Preferred Stock to the Corporation at 1335 Dublin Road,
      Suite
      122-D, Columbus, Ohio  43215, by certified first class mail, postage
      prepaid.





d.  Surrender
      of Certificates; Payment. On or before the applicable Redemption Date, each
      holder of shares of Series A Preferred Stock to be redeemed on such Redemption
      Date, unless such holder has exercised his, her or its right to convert such
      shares as provided in Section 4 hereof, shall surrender the certificate or
      certificates representing such shares to the Corporation (or, if such registered
      holder alleges that such certificate has been lost, stolen or destroyed, a
      lost
      certificate affidavit and agreement of such holder (in form reasonably
      acceptable to the Corporation) to indemnify the Corporation against any claim
      that may be made against the Corporation on account of the alleged loss, theft
      or destruction of such certificate), at the place designated in the Redemption
      Notice, and on the Redemption Date the Redemption Price for such shares shall
      be
      paid to the order of the person whose name appears on such certificate or
      certificates as the owner thereof, and each surrendered certificate shall be
      canceled and retired. In the event less than all of the shares of Series A
      Preferred Stock represented by a certificate are redeemed, a new certificate
      representing the unredeemed shares of Series A Preferred Stock shall promptly
      be
      issued to such holder.  In the event a holder fails to surrender such
      holder’s certificate (and/or a lost certificate affidavit and agreement to
      indemnify) for the redeemed Series A Preferred Stock on or before the applicable
      Redemption Date, such stock shall be redeemed as of the Redemption Date
      regardless, and the Redemption Price shall be paid to such holder upon surrender
      of the applicable certificate (and/or lost certificate affidavit and agreement
      to indemnify).




7





e.  Status
      of
      Reacquired Shares.  Any shares of Series A Preferred Stock redeemed
      pursuant to this Section 6 or otherwise acquired by the Corporation in any
      manner whatsoever shall be canceled and shall not under any circumstances be
      reissued; and the Corporation may from time to time take such appropriate
      corporate action as may be necessary to reduce accordingly the number of
      authorized shares of Series A Preferred Stock.





7.  Exclusion of Other Rights.  Except
      as may otherwise be required by law, the shares of Series A Preferred Stock
      shall not have any preferences or relative, participating, optional or other
      special rights, other than those specifically set forth in this Certificate
      of
      Designation.





8.  Rank.  The
      Series A Preferred Stock shall rank senior in right as to dividends and upon
      liquidation, dissolution or winding up to all Common Stock whenever
      issued.





9.  Identical Rights.  Each
      share of Series A Preferred Stock shall have the same relative rights and
      preferences as, and shall be identical in all respects with, all other shares
      of
      the Series A Preferred Stock.





10.  Certificates.  So
      long as any shares of the Series A Preferred Stock are outstanding, there shall
      be set forth on the face or back of each stock certificate issued by the
      Corporation a statement that the Corporation shall furnish without charge to
      each stockholder who so requests, a full statement of the designation and
      relative rights, preferences and limitations of each class of stock or series
      thereof that the Corporation is authorized to issue and of the authority of
      the
      Board of Directors to designate and fix the relative rights, preferences and
      limitations of each series.





11.  Defeasance.  Any
      of the rights, powers or preferences of the holders of Series A Preferred Stock
      set forth herein may be waived or defeased by the affirmative consent or vote
      of
      the Series A Majority Holders.





8




12.  Definitions.




“Articles
      of Incorporation” shall mean the Articles of Incorporation of the Corporation,
      as amended from time to time.




“Capital
      Stock” means (a) as to any Person that is a corporation (i) the authorized
      shares of such Person’s capital stock, including all classes of common,
      preferred, voting and nonvoting capital stock of such Person, (ii) any rights,
      options or warrants to purchase any capital stock (including all classes of
      common, preferred, voting and nonvoting capital stock of such Person) of such
      Person, and (iii) securities of any type whatsoever that are, or may become,
      convertible into or exercisable or exchangeable for, or that carry or may carry
      rights to subscribe for, any capital stock (including all classes of common,
      preferred, voting and nonvoting capital stock of such Person) of such Person;
      and (b) as to any Person that is not a corporation, an individual, government,
      governmental department or agency or political subdivision thereof (i) the
      ownership interests in such Person (however evidenced), including, without
      limitation, the right to share in profits and losses, the right to receive
      distributions of cash and property, and the right to receive allocations of
      items of income, gain, loss, deduction and credit and similar items from such
      Person, whether or not such interests include voting or similar rights entitling
      the holder thereof to exercise control over such Person, and (ii) any rights,
      options, warrants or securities of any type whatsoever that are, or may become,
      convertible into or exercisable or exchangeable for, or that carry or may carry
      rights to subscribe for, any such ownership interests in such
      Person.




“Common
      Stock” shall have the meaning set forth in the Articles of Incorporation of the
      Corporation.




“Conversion
      Date” shall have the meaning set forth in Section 5(a)(ii) hereof.




“Corporation”
      shall have the meaning set forth in the preamble hereof.




“Dissolution”
      shall have the meaning set forth in Section 3(a) hereof.




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




“Dividend
      Rate” shall mean the rate of ten percent (10%) per annum.




“Person”
      shall mean an individual, partnership, corporation, limited liability company,
      association, trust, joint venture, unincorporated organization and any
      government, governmental department or agency or political subdivision
      thereof.




“Preferred
      Stock” shall have the meaning set forth in the Articles of Incorporation of the
      Corporation.




“Redemption”
      shall have the meaning set forth in Section 6(a).




“Redemption
      Date” shall have the meaning set forth in Section 6(a).




“Redemption
      Notice” shall have the meaning set forth in Section 6(a).




“Redemption
      Price” shall have the meaning set forth in Section 6(a).




9




“Sale
      of
      the Corporation” shall mean a single transaction or a series of transactions
      pursuant to which an unaffiliated Person or Persons acquire (i) Capital Stock
      of
      the Corporation possessing the voting power to elect a majority of the
      Corporation’s board of directors or more than fifty percent (50%) of the voting
      power of the Corporation (whether by merger, consolidation or sale or transfer
      of the Corporation’s Capital Stock), provided, however, (a) that an initial
      public offering that results in an acquisition of voting power shall not be
      a
      Sale of the Corporation and (b) a merger shall not be a Sale of the Corporation
      as long as the stockholders of the Corporation own a majority of the common
      stock of the surviving entity immediately following the merger); or (ii) all
      or
      a substantial portion of the Corporation’s assets determined on a consolidated
      basis.




“Series
      A
      Conversion Price” shall have the meaning set forth in Section 5(b)
      hereof.




“Series
      A
      Dividends” shall have the meaning set forth in Section 2(a) hereof.




“Series
      A
      Initial Amount” of any share of Series A Preferred Stock shall be $2.50, such
      price to be equitably adjusted in the event of any stock dividend, stock split,
      combination, recapitalization or other similar event with respect to the Series
      A Preferred Stock.




“Series
      A
      Liquidation Amount” shall have the meaning set forth in Section 3(a)
      hereof.




“Series
      A
      Majority Holders” shall mean the holders of At least 50% of the outstanding
      shares of Series A Preferred Stock.




“Series
      A
      Original Issue Date” shall mean the date on which the first share of
      Series A Preferred Stock was issued.




“Series
      A
      Preference Amount” shall have the meaning set forth in Section 2(a)
      hereof.




“Series
      A
      Preferred Stock” shall have the meaning set forth in Section 1
      hereof.