Certificate of Designation







 
  Exhibit 4.3

  CERTIFICATE OF DESIGNATION

  SERIES "A" CONVERTIBLE PREFERRED STOCK

  NORTHTECH CORPORATION

  
  The undersigned Chief Executive Officer of NorthTech Corporation, a
  corporation currently organized and existing under Chapter 78 of the Nevada
  Revised Statutes, but which intends to redomesticate to the State of Delaware
  and by be subject to the General Corporation Law of the State of Delaware
  (the "DGCL"), does hereby certify that:

  
  FIRST: The name of the corporation is NorthTech Corporation (the "Corporation").

  
  SECOND: The Board of Directors has approved the alteration of the share
  capital of the Corporation to create preferred stock with a par value $0.001
  per share ("Preferred Stock") and has approved the adoption of the
  Certificate of the Designation, Powers, Preferences and Rights of the Series
  "A" Cumulative Convertible Preferred Shares (the "Certificate of
  Designation") of the Corporation and authorized the Certificate of
  Designation to be filed with the State of Delaware on redomestication of the
  Corporation, subject to stockholder approval. 

  
  THIRD: On November __, 2006, at a Special Meeting of the Stockholders
  of the Corporation, the holders of the Common Stock will be asked to approve
  the alteration of the share capital of the Corporation which will include the
  creation of Preferred Shares and the redomestication of the Company from
  Nevada to Delaware.

  
  NOW, THEREFORE, BE IT RESOLVED that the rights and restrictions
  attached to the Class "A" Preferred Shares are as follows::

  
  Section 1. Number of Shares and Designation. This series of Preferred
  Shares shall be designated as shares of Series A Cumulative Mandatory
  Convertible Preferred Stock (liquidation preference $0.90 per share), par
  value $0.001 per share (the "Series "A" Preferred Shares"). The number
  Series "A" Preferred Shares authorized shall be 5,000,000. 

  
  Section 2. Definitions. For purposes of the Series "A" Preferred
  Shares, the following terms shall have the meanings indicated:

  "Board of Directors" shall mean the Board of Directors of the
  Corporation or any committee authorized by such Board of Directors to perform
  any of its responsibilities with respect to the Series "A" Preferred Shares.

  "Business Day" shall mean any day other than a Saturday, Sunday or a
  day on which state or federally chartered banking institutions in New York,
  New York are not required to be open.

  

  "Change of Control Transaction" means the occurrence after the date
  hereof of any of (i) an acquisition after the date hereof by an individual or
  legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under
  the Securities Exchange Act of 1934) of effective control (whether
  through legal or beneficial ownership of capital stock of the Corporation, by
  contract or otherwise) of in excess of 33% of the voting securities of the
  Corporation and a replacement of the majority of the Board of Directors as
  comprised according to the terms and conditions of the Contribution Agreement,
  or (ii) the Corporation merges into or consolidates with any other Person, or
  any Person merges into or consolidates with the Corporation and, after giving
  effect to such transaction, the stockholders of the Corporation immediately
  prior to such transaction own less than 50% of the aggregate voting power of
  the Corporation or the successor entity of such transaction, or (iii) the
  Corporation sells or transfers its assets, as an entirety or substantially as
  an entirety, to another Person and the stockholders of the Corporation
  immediately prior to such transaction own less than 50% of the aggregate
  voting power of the acquiring entity immediately after the transaction, (iv) a
  replacement at one time or within a one year period of more than one-half of
  the members of the Corporation's board of directors which is not approved by a
  majority of those individuals who are members of the board of directors on the
  date hereof (or by those individuals who are serving as members of the board
  of directors on any date whose nomination to the board of directors was
  approved by a majority of the members of the board of directors who are
  members on the date hereof), or (v) the execution by the Corporation of an
  agreement to which the Corporation is a party or by which it is bound,
  providing for any of the events set forth above in (i) or (iv). 

  "Common Shares" shall mean the shares of Common Stock of the
  Corporation, par value $0.001 per share.

  

 




                                                                                                                                                                                                                                                                                                                                                                                                                         
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  "Common Share Equivalents" means any
  securities of the Corporation or the Subsidiaries which would entitle the
  holder thereof to acquire at any time Common Shares, including without
  limitation, any debt, preferred stock, rights, options, warrants or other
  instrument that is at any time convertible into or exchangeable for, or
  otherwise entitles the holder thereof to receive, Common Shares.

  "Constituent Person" shall have the meaning set forth in Section
  7(f) hereof.

  "Conversion Price" shall mean the conversion price per Common Share
  for which the Series "A" Preferred Shares are convertible, as such Conversion
  Price may be adjusted pursuant to Section 7 hereof. The initial conversion
  price shall be $0.18 per Common Share (equivalent to a conversion rate of five
  (5) Common Shares for each Series "A" Preferred Share).

  "Current Market Price" of publicly traded Common Shares or any other
  class of shares of beneficial interest or other security of the Corporation or
  any other issuer for any day shall mean the last reported sales price, regular
  way, on such day, or, if no sale takes place on such day, the average of the
  reported closing bid and asked prices on such day, regular way, in either case
  as reported on the principal national securities exchange on which such
  security is listed or admitted for trading or, if not listed or admitted for
  trading on any national securities exchange, on the NASDAQ National Market or,
  if such security is not quoted on such NASDAQ National Market, the average of
  the closing bid and asked prices on such day in the over-the-counter market as
  reported by NASDAQ or, if bid and asked prices for such security on such day
  shall not have been reported through NASDAQ, the average of the bid prices of
  all market makers for such security as reported in the "pink sheets" by the
  National Quotation Bureau, Inc., in each case for such date or, if such date
  was not a Trading Day for such security, on the next preceding date which was
  a Trading Day. If the Current Market Price cannot be calculated for such
  security as of either of such dates on any of the foregoing bases, the Current
  Market Price of such security on such date shall be the fair market value as
  reasonably determined by an investment banking firm selected by the
  Corporation and reasonably acceptable to the holders of a majority of the
  Series "A" Preferred Shares, with the costs of such appraisal to be borne by
  the Corporation.

  "Discount Dividend Payment" shall have the meaning set forth in
  Section 7(b) hereof.

  "Dividend Default" shall have the meaning set forth in Section 12
  hereof.

  "Dividend Payment Date" shall mean the 15th calendar day of January,
  April, July and October, in each year, commencing on April 15, 2007; provided,
  however, that if any Dividend Payment Date falls on any day other than a
  Business Day, the dividend payment due on such Dividend Payment Date shall be
  paid on the first Business Day immediately following such Dividend Payment
  Date.

  "Dividend Payment Record Date" shall have the meaning set forth in
  paragraph (a) of Section 3 hereof.

  "Dividend Periods" shall mean quarterly dividend periods commencing
  on January 15, April 15, July 15 and October 15 of each year and ending on and
  including the day preceding the first day of the next succeeding Dividend
  Period (other than the initial Dividend Period, which shall commence on the
  Issue Date and end on and include October 14, 2011).

  "Fair Market Value" shall mean the average of the daily Current
  Market Prices per Common Share during the twenty (20) consecutive Trading Days
  selected by the Corporation commencing not more than 20 Trading Days before,
  and ending not later than, the earlier of the day in question and the day
  before the "ex" date with respect to the issuance or distribution requiring
  such computation. The term "ex date," when used with respect to any issuance
  or distribution, means the first day on which the Common Shares trade regular
  way, without the right to receive such issuance or distribution, on the
  exchange or in the market,

  as the case may be, used to determine that day's Current Market Price.

  "Issue Date" with respect to the Series "A" Preferred Shares shall
  mean the first date on which any of the Series "A" Preferred Shares are issued
  and sold.

  "Junior Shares" shall mean the Common Shares and any other class or
  series of shares of capital stock of the Corporation constituting junior stock
  within the meaning set forth in Section 10(c) hereof.

 



                                                                                                                                                                                                                                                                                                                                                                                                                         
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  "Liquidation Event" means the actual liquidation, dissolution or
  winding up of the Corporation, whether voluntary or involuntary or a deemed
  liquidation event as a result of a merger, consolidation, reorganization,
  business combination or other change in control transaction involving the
  Corporation.

  "Liquidation Preference" shall have the meaning set forth in Section
  4(a) hereof.

  "Mandatory Conversion Date" shall have the meaning set forth in
  Section 8(a) hereof.

  "Maturity Date" shall have the meaning set forth in Section 9(a)
  hereof.

  "Non-Electing Share" shall have the meaning set forth in Section
  7(f) hereof.

  "Parity Shares" shall be deemed to include all shares created now or
  in the future on a parity with the Series "A" Preferred Shares, as to the
  payment of dividends and as to the distribution of assets upon liquidation,
  dissolution or winding up, whether or not the dividend rates, dividend payment
  dates or redemption or liquidation prices per share thereof be different from
  those of the Series "A" Preferred Shares, if the holders of such class of
  stock or series and the Series "A" Preferred Shares shall be entitled to the
  receipt of dividends and of amounts distributable upon liquidation,
  dissolution or winding up in proportion to their respective amounts of accrued
  and unpaid dividends per share or liquidation preferences, without preference
  or priority one over the other.

  "Person" shall mean any individual, firm, partnership, corporation,
  limited liability company or other entity, and shall include any successor (by
  merger or otherwise) of such entity.

  "Securities" shall have the meaning set forth in Section 7(e)
  hereof.

  "Series "A" Preferred Shares" shall have the meaning set forth in
  Section 1 hereof.

  "Set apart for payment" shall be deemed to include, without any
  action other than the following, the recording by the Corporation in its
  accounting ledgers of any accounting or bookkeeping entry which indicates,
  pursuant to a declaration of a dividend or other distribution by the Board of
  Directors, the allocation of funds to be so paid on any series or class of
  shares of capital stock of the Corporation; provided, however, that if any
  funds for any class or series of Junior Shares or any class or series of
  shares of capital stock ranking on a parity with the Series "A" Preferred
  Shares as to the payment of dividends are placed in a separate account of the
  Corporation or delivered to a disbursing, paying or other similar agent, then
  "set apart for payment" with respect to the Series "A" Preferred Shares shall
  mean placing such funds in a separate account or delivering such funds to a
  disbursing, paying or other similar agent.

  "Trading Day" shall mean any day on which the securities in question
  are traded on a Trading Market.

  

  "Trading Market" means the following markets or exchanges on which
  the Common Shares are listed or quoted for trading on the date in question:
  the Nasdaq SmallCap Market, the American Stock Exchange, the New York Stock
  Exchange, the Nasdaq National Market or the OTC Bulletin Board.

  "Transaction" shall means the following without limitation a merger,
  consolidation, statutory share exchange, self tender offer for all or
  substantially all Common Shares, sale of all or substantially all of the
  Corporation's assets or recapitalization of the Common Shares of the
  Corporation.

  "Transfer Agent" means Resident Agents of Nevada, 711 S. Carson
  Street #4, Carson City, NV89701, or such other agent or agents of the
  Corporation as may be designated by the Board of Directors or its designee as
  the transfer agent for the Series "A" Preferred Shares.

  "Voting Preferred Shares" shall have the meaning set forth in
  Section 11 hereof.

  

  "VWAP" means, for any date, the price determined by the first of the
  following clauses that applies: (a) if the Common Stock is then listed or
  quoted on a Trading Market, the daily volume weighted average price of the
  Common Stock for such date (or the nearest preceding date) on the Trading
  Market on which the Common Stock is then listed or quoted as reported by
  Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time
  to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or
  quoted on a Trading Market and if prices for the Common Stock are then quoted
  on the OTC Bulletin Board, the volume weighted average price of the Common
  Stock for such date (or the nearest preceding date) on the OTC Bulletin Board;
  (c) if the Common Stock is 

 



                                                                                                                                                                                                                                                                                                                                                                                                                          
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  not then listed or quoted on the OTC Bulletin Board and if prices for the
  Common Stock are then reported in the "Pink Sheets" published by the Pink
  Sheets, LLC (or a similar organization or agency succeeding to its functions
  of reporting prices), the most recent bid price per share of the Common Stock
  so reported; or (d) in all other cases, the fair market value of a share of
  Common Stock as determined by an independent appraiser selected in good faith
  by the Purchasers and reasonably acceptable to the Corporation.

   



  
   

  
  Section 3. Dividends.

  
   
  

   	General Terms.


  	Commencing on the date of the initial issuance (the "Issue Date")
   of the Series "A" Preferred Shares the holders of record of shares of Series
   "A" Preferred Shares shall be entitled to receive, out of any assets at the
   time legally available therefore and as declared by the Board of Directors,
   dividends at the rate of ten percent (10%) of the stated Liquidation
   Preference Amount (as defined in Section 4 hereof) per share per annum (the "Dividend
   Payment"), subject to Sections 3(a)(ii), 3(a)(iii), and (7)(b)(iii)
   below, and as adjusted appropriately for stock splits, stock dividends and
   the similar events described in Section 7(g). Such dividends shall be
   cumulative from the Issue Date, whether or not in any Dividend Period or
   Periods such dividends shall be declared or there shall be funds of the
   Corporation legally available for the payment of such dividends, and shall be
   payable quarterly, when, as and if authorized and declared by the Board of
   Directors, in arrears on Dividend Payment Dates, commencing on the first
   Dividend Payment Date after the Issue Date.
	Dividends are cumulative from the most recent Dividend Payment Date to
   which dividends have been paid, whether or not in any Dividend Period or
   Periods such dividends shall be declared or there shall be funds legally
   available therefor. Each such dividend shall be payable in arrears to the
   holders of record of the Series "A" Preferred Shares, as they appear on the
   stock records of the Corporation at the close of business on the 15th
   calendar day of December, March, June and October, each year, commencing on
   April 15, 2007 (each a "Dividend Payment Record Date"). Accrued and
   unpaid dividends for any past Dividend Periods may be authorized and declared
   and paid at any time, without reference to any regular Dividend Payment Date,
   to holders of record on such date, not exceeding 45 days preceding the
   payment date thereof, as may be fixed by the Board of Directors.


    

  

   	Reduction of Dividend Rate on Certain Events. Notwithstanding the
   terms and provisions of Section 3(a) hereof, the dividend rate will be
   reduced to a: (i) five percent (5%) dividend on the Corporation publicly
   announcing having entered into a commercial agreement(s) which in the sole
   opinion the of the independent directors of the Corporation will increase the
   Corporation's aggregate net revenues forty million dollars ($40,000,000) or
   more over the life of the contract (the "Material Contract"); and (ii)
   two percent (2%) dividend if the Corporation achieves the Material Contract
   and records quarterly net revenues of one million dollars ($1,000,000) per
   quarter (the "Revenue Threshold"). Any dividend rate reduction will
   become effective the following quarter from achieving the Material Contract
   or Revenue Threshold and as adjusted appropriately for stock splits, stock
   dividends and the similar events described in Section 7(g).

 
	Dividend Payment in Cash or Common Shares. The Corporation may
   make the Dividend Payment in cash or in Common Shares, or both; provided,
   however, that the Corporation must pay the Dividend Payment in cash if, on
   the date of such Dividend Payment becomes payable, a registration statement
   providing for the resale of the Common Shares issuable as dividends on the
   Series "A" Preferred Shares is not then effective. Subject to the foregoing
   proviso, if the Corporation elects to pay any dividend in Common Shares, the
   number of Common Shares to be issued to the holder shall be an amount equal
   to the quotient of (i) the Dividend Payment divided by (ii) the VWAP. If the
   Corporation elects to pay any dividend in Common Shares, the Corporation will
   give the holders of record of shares of the Series "A" Preferred Shares ten
   (10) trading days notice prior to the date of the applicable Dividend
   Payment. In the case of shares of Series "A" Preferred Shares outstanding for
   less than a full quarter, dividends shall be pro rated based on the portion
   of each quarter during which such shares are outstanding. Dividends on the
   Series "A" Preferred Shares shall be cumulative and shall accrue but are not
   payable until the Series "A" Preferred Shares are converted, redeemed or
   liquidated. Dividends on the Series "A" Preferred Shares are prior and in
   preference to any declaration or payment of any distribution (as defined
   below) on any outstanding shares of Junior Shares. Such dividends shall
   accrue on each share of Series "A" Preferred Shares from day to day whether
   or not declared so that if such dividends with respect to any previous
   dividend period at the rate provided for herein have not been paid on, or
   declared and set apart for, all shares of Series "A" Preferred Shares at the
   time outstanding, the deficiency shall be fully paid on, or declared and set
   apart for, such shares on a pro rata basis with all other equity securities
   of the Corporation ranking on a parity with the Series "A" Preferred Shares
   as to the payment of dividends before any distribution shall be paid on, or
   declared and set apart for Junior Shares.





                                                                                                                                                                                                                                                                                                                                                                                                                          
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  	Pro Rata Calculation. The amount of dividends payable for the
   initial Dividend Period, or any other period shorter or longer than a full
   Dividend Period, on the Series "A" Preferred Shares shall be computed on the
   basis of twelve 30-day months and a 360-day year. Holders of Series "A"
   Preferred Shares shall not be entitled to any dividends, whether payable in
   cash, property or stock, in excess of cumulative dividends, as herein
   expressly provided, on the Series "A" Preferred Shares. No interest, or sum
   of money in lieu of interest, shall be payable in respect of any dividend
   payment or payments on the Series "A" Preferred Shares that may be in
   arrears. All dividend amounts set forth in this Section 3 shall be adjusted
   appropriately for any stock splits, stock dividends and the similar events
   described in Section 7(g).

   
	Seniority. So long as any Series "A" Preferred Shares are
   outstanding, no dividends, except as described in the this section, shall be
   authorized and declared or paid or set apart for payment, or other
   distribution of cash or other property declared or made directly by the
   Corporation or any person acting on behalf of the Corporation, on any series
   or class or classes of shares for any period nor shall any such shares be
   redeemed, purchased or otherwise acquired through a sinking fund or otherwise
   for any consideration (or any moneys to be paid to or made available for a
   sinking fund for the redemption of any shares of such stock) by the
   Corporation, directly or indirectly (except by conversion into or exchange
   for such shares), nor shall any payment or distribution of cash or other
   property be made for the benefit of any holder of Parity Shares, directly or
   indirectly, unless full cumulative dividends have been or contemporaneously
   are authorized and declared and paid or authorized and declared and a sum
   sufficient for the payment thereof set apart for such payment on the Series
   "A" Preferred Shares for all Dividend Periods terminating on or prior to the
   dividend payment date on such class or series of Parity Shares. When
   dividends are not paid in full or a sum sufficient for such payment is not
   set apart, as aforesaid, all dividends authorized and declared upon Series
   "A" Preferred Shares and all dividends authorized and declared upon any other
   series or class or classes of Parity Shares shall be authorized and declared
   ratably in proportion to the respective amounts of dividends accumulated,
   accrued and unpaid on the Series "A" Preferred Shares and such Parity Shares.

   


  
  Section 4. Liquidation Preference.

  

   	Liquidation Preference. In the event of any liquidation,
   dissolution or winding up of the Corporation, whether voluntary or
   involuntary, before any payment or distribution of the assets of the
   Corporation (whether capital or surplus) shall be made to or set apart for
   the holders of Junior Shares, the holders of Series "A" Preferred Shares
   shall be entitled to receive Ninety Cents ($0.90) per Series "A" Preferred
   Share (the "Liquidation Preference") plus an amount equal to all
   dividends (whether or not earned or declared) accumulated, accrued and unpaid
   thereon to the date of final distribution to such holder; but such holders of
   Series "A" Preferred Shares shall not be entitled to any further payment. If,
   upon any such liquidation, dissolution or winding up of the Corporation, the
   assets of the Corporation, or proceeds thereof, distributable among the
   holders of Series "A" Preferred Shares shall be insufficient to pay in full
   the preferential amount aforesaid and liquidating payments, then such assets,
   or the proceeds thereof, shall be distributed among the holders of such
   Series "A" Preferred Shares ratably in accordance with the respective amounts
   that would be payable on such Series "A" Preferred Shares if all amounts
   payable thereon were paid in full. For the purposes of this Section 4, (i) a
   consolidation or merger of the Corporation with one or more entities, (ii) a
   statutory share exchange and (iii) a sale or transfer of all or substantially
   all of the Corporation's assets shall not be deemed to be a liquidation,
   dissolution or winding up, voluntary or involuntary, of the Corporation.

   


   	Remaining Assets. After payment shall have been made in full to
   the holders of the Series "A" Preferred Shares, as provided in this Section
   4, any series or class or classes of Junior Shares shall, subject to any
   respective terms and provisions applying thereto, be entitled to receive any
   and all assets remaining to be paid or distributed, and the holders of the
   Series "A" Preferred Shares shall not be entitled to share therein.


  Section 5. Reservation of Shares

  
  

   	Reserved Amount. On or prior to the Issue Date, the Corporation
   shall reserve 25,000,000 shares of its authorized but unissued Common Stock
   for issuance upon conversion of the Series "A" Preferred Shares (includes any
   Dividend payable thereon for the first year), and, thereafter, the number of
   authorized but unissued Common Shares so reserved (the "Reserved Amount")
   shall at all times be sufficient to provide for the full conversion of all of
   the Series "A" Preferred Share (including any Dividend payable thereon)
   outstanding at the then current Conversion Price thereof. The Reserved Amount
   shall be allocated among the holders of the Series "A" Preferred Shares.





                                                                                                                                                                                                                                                                                                                                                                                                                         
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   	Increases to Reserved Amount. If the Reserved Amount for any five
   consecutive trading days (the last of such five trading days being the
   "Authorization Trigger Date") shall be less than one hundred percent (100%)
   of the number of Common Shares issuable upon full conversion of the then
   outstanding shares of Series "A" Preferred Share, the Corporation shall
   immediately notify the holders of Series "A" Preferred Share of such
   occurrence and shall take immediate action (including, if necessary, seeking
   stockholder approval to authorize the issuance of additional Common Shares)
   to increase the Reserved Amount to one hundred percent (100%) of the number
   of Common Shares then issuable upon full conversion (including any Dividend
   payable thereon) of all of the outstanding Series "A" Preferred Share at the
   then current Conversion Price. In the event the Corporation fails to so
   increase the Reserved Amount within one hundred twenty (120) days after an
   Authorization Trigger Date, each holder of Series "A" Preferred Shares shall
   thereafter have the option, exercisable in whole or in part at any time and
   from time to time, by delivery of a Redemption Notice to the Corporation, to
   require the Corporation to redeem for cash, at an amount per share equal to
   the Redemption Amount (as set out in Section 9(d) hereof), a number of the
   holder's shares of Series "A" Preferred Share such that, after giving effect
   to such redemption, the then unissued portion of such holder's Reserved
   Amount is at least equal to one hundred percent (100%) of the total number of
   Common Shares issuable upon conversion (including any Dividend payable
   thereon) of such holder's shares of Series "A" Preferred Share. If the
   Corporation fails to redeem any of such shares within five business days
   after its receipt of such Redemption Notice, then such holder shall be
   entitled to the remedies provided in Section 9.


  Section 6. Reclassification of Converted Shares. All Series "A"
  Preferred Shares which shall have been converted pursuant to Section 7 or 8
  herein shall automatically be reclassified as Common Shares. The number of
  Common Shares issuable upon conversion shall be determined in accordance with
  Section 7 and 8, respectively.

  
  Section 7. Conversion by Holders. Holders of Series "A" Preferred
  Shares shall have the right to convert all or a portion of such shares into
  Common Shares, as follows:

  

   	Right to Convert. Subject to and upon compliance with the
   provisions of this Section 7, a holder of Series "A" Preferred Shares shall
   have the right, at his or her option, to convert such shares and any accrued
   but unpaid dividends into the number of fully paid and non-assessable Common
   Shares obtained by dividing the aggregate Liquidation Preference of such
   Series "A" Preferred Shares by the Conversion Price by surrendering such
   Series "A" Preferred Shares to be converted, such surrender to be made in the
   manner provided in paragraph (b) of this Section 7.

   
	Mechanics to Exercise Conversion Rights.

	In order to exercise the conversion right, the holder of each Series "A"
   Preferred Share to be converted shall surrender the certificate representing
   such Series "A" Preferred Share, duly endorsed or assigned to the Corporation
   or in blank, at the office of the Corporation or the office of the Transfer
   Agent, accompanied by written notice to the Corporation that the holder
   thereof elects to convert such Series "A" Preferred Shares. Unless the Common
   Shares issuable on conversion are to be issued in the same name as the name
   in which such Series "A" Preferred Shares are registered, each share
   surrendered for conversion shall be accompanied by instruments of transfer,
   in form satisfactory to the Corporation, duly executed by the holder or such
   holder's duly authorized attorney and an amount sufficient to pay any
   transfer or similar tax (or evidence reasonably satisfactory to the
   Corporation demonstrating that such taxes have been paid).
	Holders of Series "A" Preferred Shares at the close of business on a
   Dividend Payment Record Date shall be entitled to receive the dividend
   payable on such Series "A" Preferred Shares on the corresponding Dividend
   Payment Date notwithstanding the conversion thereof following such Dividend
   Payment Record Date and prior to such Dividend Payment Date. However, Series
   "A" Preferred Shares surrendered for conversion during the period between the
   close of business on any Dividend Payment Record Date and the opening of
   business on the corresponding Dividend Payment Date must be accompanied by
   payment of an amount equal to the dividend payable on such Series "A"
   Preferred Shares on such Dividend Payment Date. A holder of Series "A"
   Preferred Shares on a Dividend Payment Record Date who (or whose transferees)
   tenders any such Series "A" Preferred Shares for conversion into Common
   Shares on such Dividend Payment Date will receive the dividend payable by the
   Corporation on such Series "A" Preferred Shares on such date, and the
   converting holder need not include payment of the amount of such dividend
   upon surrender of Series "A" Preferred Shares for conversion. 


  
  Except as provided above, the Corporation shall make no payment or
  allowance for unpaid dividends, whether or not in arrears, on converted Series
  "A" Preferred Shares or for dividends on the Common  Shares
  issued upon such conversion.

  

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
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   	No Fractional Shares. No fractional shares or scrip representing
   fractions of Common Shares shall be issued upon conversion of the Series "A"
   Preferred Shares. Instead of any fractional interest in a Common Share that
   would otherwise be deliverable upon the conversion of a Series "A" Preferred
   Share, the Corporation shall pay to the holder of such Series "A" Preferred
   Share an amount in cash based upon the Current Market Price of Common Shares
   on the Trading Day immediately preceding the date of conversion. If more than
   one Series "A" Preferred Share shall be surrendered for conversion at one
   time by the same holder, the number of full Common Shares issuable upon
   conversion thereof shall be computed on the basis of the aggregate number of
   Series "A" Preferred Shares so surrendered.

   
	Adjustment to Conversion Price. The Conversion Price shall be
   adjusted under the following circumstances:




    	Subsequent Equity Sales. If the Corporation or any Subsidiary
    thereof, as applicable, at any time while this Series "A" Preferred Stock is
    outstanding, shall offer, sell, grant any option to purchase or offer, sell
    or grant any right to reprice its securities, or otherwise dispose of or
    issue (or announce any offer, sale, grant or any option to purchase or other
    disposition) any Common Share or Common Share Equivalents entitling any
    Person to acquire Common Shares, at an effective price per share less than
    the then Conversion Price (such lower price, the "Base Conversion Price"
    and such issuances collectively, a "Dilutive Issuance"), as adjusted
    hereunder, then the Conversion Price shall be multiplied by a fraction, of
    which the denominator shall be the number of shares of the Common Stock
    Outstanding on the date of such Dilutive Issuance plus the number of
    additional shares of Common Stock offered for subscription or purchase, and
    of which the numerator shall be the number of shares of the Common Stock
    Outstanding on the date of such Dilutive Issuance plus the number of shares
    which the aggregate offering price of the total number of shares so offered
    (assuming receipt by the Corporation in full of all consideration payable in
    connection with such Dilutive Issuance) would purchase at such Conversion
    Price. The Corporation shall notify the Holder in writing, no later than the
    Business Day following the issuance of any Common Share or Common Share
    Equivalents subject to this section, indicating therein the applicable
    issuance price, exchange price, conversion price and other pricing terms
    (such notice the "Dilutive Issuance Notice"). For purposes of
    clarification, whether or not the Corporation provides a Dilutive Issuance
    Notice pursuant to this Section 7(d), upon the occurrence of any Dilutive
    Issuance, after the date of such Dilutive Issuance the Holder is entitled to
    receive a number of Conversion Shares based upon the Base Conversion Price
    regardless of whether the Holder accurately refers to the Base Conversion
    Price in the Notice of Conversion. Notwithstanding the foregoing or any
    other provision herein to the contrary, no adjustment to the Conversion
    Price will be required as a result of any issuance by the Corporation of any
    Common Shares, or Common Share Equivalents (A) pursuant to any stock option
    plan, restricted stock plan or other compensatory plan or arrangement with
    any officer, director, employee or consultant of the Corporation or any
    affiliated entity, (B) pursuant to or in connection with any agreement or
    understanding in effect on or before the Issue Date, (C) pursuant to or in
    connection with any Transaction or (D) to any vendor, customer or other
    person or entity with which the Corporation has or is attempting to develop
    a business relationship. 
	Subsequent Rights Offerings. If the Corporation, at any time while
    the Series "A" Preferred Share is outstanding, shall issue rights, options
    or warrants to all holders of Common Share (and not to holders of Series "A"
    Preferred Shares) entitling them to subscribe for or purchase Common Shares
    at a price per share less than the Conversion Price at the record date
    mentioned below, then the Conversion Price shall be multiplied by a
    fraction, of which the denominator shall be the number of shares of the
    Common Stock Outstanding on the date of issuance of such rights or warrants
    plus the number of additional shares of Common Stock offered for
    subscription or purchase, and of which the numerator shall be the number of
    shares of the Common Stock Outstanding on the date of issuance of such
    rights or warrants plus the number of shares which the aggregate offering
    price of the total number of shares so offered (assuming receipt by the
    Corporation in full of all consideration payable upon exercise of such
    rights, options or warrants) would purchase at such Conversion Price. Such
    adjustment shall be made whenever such rights or warrants are issued, and
    shall become effective immediately after the record date for the
    determination of stockholders entitled to receive such rights, options or
    warrants.
	Calculations. No adjustment in the Conversion Price shall be
    required unless such adjustment would require a cumulative increase or
    decrease of at least $0.05 in  such  price; provided, however,
    that any adjustments that by reason of this subparagraph (iv) are not
    required to be made shall be carried forward and taken into account in any
    subsequent adjustment until made. Notwithstanding any other provisions of
    this Section 7, the Corporation shall not be required to make any adjustment
    of the Conversion Price for the issuance of any Common Shares pursuant to
    any plan providing for the reinvestment of dividends or interest payable on
    securities of the Corporation and the investment of additional optional
    amounts in 


   
     

   

  

 



                                                                                                                                                                                                                                                                                                                                                                                                                         
7




 
  
   
    Common Shares under such plan. All calculations under this Section 7
    shall be made to the nearest cent (with $.005 being rounded upward) or to
    the nearest one-tenth of a share (with .05 of a share being rounded upward),
    as the case may be. Anything in this paragraph (e) to the contrary
    notwithstanding, the Corporation shall be entitled, to the extent permitted
    by law, to make such reductions in the Conversion Price, in addition to
    those required by this paragraph (e), as it in its discretion shall
    determine to be advisable in order that any stock dividends, subdivision of
    shares, reclassification or combination of shares, distribution of rights,
    options or warrants to purchase stock or securities, or a distribution of
    other assets (other than cash dividends) hereafter made by the Corporation
    to its stockholders shall not be taxable or, if that is not possible, to
    diminish any income taxes that are otherwise payable because of such event.

    

   

  

  

   	Pro Rata Distribution. If the Corporation shall distribute to
   holders of its Common Shares any shares of capital stock of the Corporation
   or of any subsidiary (other than Common Shares) or evidence of its
   indebtedness or assets (excluding cash dividends or distributions paid out of
   current or accumulated earnings) or rights, options or warrants to subscribe
   for or purchase any of its securities (excluding rights, options and warrants
   to subscribe for or purchase Common Shares, which rights, options and
   warrants are referred to in and governed by subparagraph (e)(iii) above) (any
   of the foregoing being hereinafter in this subparagraph (f) called the "Securities"), then in each such case the Conversion Price shall be adjusted
   by multiplying such Conversion Price in effect immediately prior to the
   record date fixed for determination of stockholders entitled to receive such
   distribution by a fraction of which the denominator shall be the VWAP
   determined as of the record date mentioned above, and of which the numerator
   shall be such VWAP on such record date less the then fair market value at
   such record date of the portion of such assets or evidence of indebtedness so
   distributed applicable to one outstanding share of the Common Shares as
   determined by the Board of Directors in good faith. In either case the
   adjustments shall be described in a statement provided to the holder of Class
   "A" Preferred Shares of the portion of assets or evidences of indebtedness so
   distributed or such subscription rights applicable to one share of Common
   Stock. Such adjustment shall be made whenever any such distribution is made
   and shall become effective immediately after the record date mentioned above.
   
	Stock Dividends and Stock Splits. If the Corporation shall after
   the Issue Date (A) pay a dividend or make a distribution payable in Common
   Shares on any class of shares of capital stock of the Corporation (excluding
   any Discounted Dividend Payment payable on the Series "A" Preferred Shares
   pursuant to Section 7 hereof), (B) subdivide its outstanding Common Shares
   into a greater number of shares, (C) combine its outstanding Common Shares
   into a smaller number of shares or (D) issue any shares of capital stock by
   reclassification of its Common Shares, the Conversion Price in effect at the
   opening of business on the day following the date fixed for the determination
   of stockholders entitled to receive such dividend or distribution or at the
   opening of business on the day following the day on which such subdivision,
   combination or reclassification becomes effective, as the case may be, shall
   be adjusted so that the holder of any Series "A" Preferred Share thereafter
   surrendered for conversion shall be entitled to receive the number of Common
   Shares that such holder would have owned or have been entitled to receive
   after the happening of any of the events described above had such Series "A"
   Preferred Shares been converted immediately prior to the record date in the
   case of a dividend or distribution or the effective date in the case of a
   subdivision, combination or reclassification. An adjustment made pursuant to
   this subparagraph (g) shall become effective immediately upon the opening of
   business on the day next following the record date in the case of a dividend
   or distribution and shall become effective immediately upon the opening of
   business on the day next following the effective date in the case of a
   subdivision, combination or reclassification.

 
	
   Fundamental Transaction. If the
  Corporation shall be a party to any transaction (including without limitation
  a merger, consolidation, statutory share exchange, self      
  tender  offer for all or substantially all Common Shares, sale of all or
  substantially all of the Corporation's assets or recapitalization of the
  Common Shares and excluding any transaction as to which subparagraph (d)(i) of
  this Section 7 applies) (each of the foregoing being referred to herein as a "Fundamental
  Transaction"), in each case as a result of which Common Shares shall be
  converted into the right to receive stock, securities or other property
  (including cash or any combination thereof), each Series "A" Preferred Share
  that is not converted into the right to receive stock, securities or other
  property in connection with such Fundamental Transaction shall thereafter be
  convertible into the kind and amount of shares of stock, securities and other
  property (including cash or any combination thereof) receivable upon the
  consummation of such Fundamental Transaction by a holder of that number of
  Common Shares into which one Series "A" Preferred Share was convertible
  immediately prior to such Transaction, assuming such holder of Common Shares (i)
  is not a Person with which the Corporation consolidated into or which the
  Corporation merged or which merged into the Corporation or to which such sale
  or transfer was made, as the case may be (a "Constituent Person"), or
  an affiliate of a Constituent Person and (ii) failed to exercise his or





                                                                                                                                                                                                                                                                                                                                                                                                                         
8




 
  
    her rights of the election, if any, as to the kind or amount of stock,
   securities and other property (including cash or any combination thereof)
   receivable upon such Fundamtal     Transaction (provided
   that if the kind or amount of stock, securities and other property (including
   cash or any combination thereof) receivable upon such Fundamental Transaction
   is not the same for each Common Share of the Corporation held immediately
   prior to such Fundamental Transaction by other than a Constituent Person or
   an affiliate thereof and in respect of which such rights of election shall
   not have been exercised ("Non-Electing Share"), then
   for the purpose of this subparagraph (g) the kind and amount of stock,
   securities and other property (including cash or any combination thereof)
   receivable upon such Fundamental Transaction by each Non-Electing Share shall
   be deemed to be the kind and amount so receivable per share by a plurality of
   the Non-Electing Shares). The provisions of this subparagraph (h) shall
   similarly apply to successive Fundamental Transactions.
   

  

  	Notice Requirement. If:
   	the Corporation shall declare a dividend (or any other distribution) on
    the Common Shares (other than in cash out of current or retained earnings);
    or
	the Corporation shall authorize the granting to the holders of the
    Common Shares of rights or warrants to subscribe for or purchase any shares
    of any class or any other rights or warrants; or
	there shall be any reclassification of the Common Shares (other than an
    event to which subparagraph (d) (ii) of this Section 7 applies) or any
    consolidation or merger to which the Corporation is a party and for which
    approval of any stockholders of the Corporation is required, or a statutory
    share exchange involving the conversion or exchange of Common Shares into
    securities or other property, or a self tender offer by the Corporation for
    all or substantially all of its outstanding Common Shares, or the sale or
    transfer of all or substantially all of the assets of the Corporation as an
    entirety and for which approval of any stockholders of the Corporation is
    required; or
	there shall occur the voluntary or involuntary liquidation, dissolution
    or winding up of the Corporation, 

    


   then the Corporation shall cause to be filed with the Transfer Agent and
   shall cause to be mailed to the holders of the Series "A" Preferred Shares at
   their addresses as shown on the stock records of the Corporation, as promptly
   as possible, but at least 15 days prior to the applicable date hereinafter
   specified, a notice stating (A) the date on which a record is to be taken for
   the purpose of such dividend, distribution or rights or warrants, or, if a
   record is not to be taken, the date as of which the holders of Common Shares
   of record to be entitled to such dividend, distribution or rights or warrants
   are to be determined or (B) the date on which such reclassification,
   consolidation, merger, statutory share exchange, sale, transfer, liquidation,
   dissolution or winding up is expected to become effective, and the date as of
   which it is expected that holders of Common Shares of record shall be
   entitled to exchange their Common Shares for securities or other property, if
   any, deliverable upon such reclassification, consolidation, merger, statutory
   share exchange, sale, transfer, liquidation, dissolution or winding up.
   Failure to give or receive such notice or any defect therein shall not affect
   the legality or validity of the proceedings described in this Section 7.

   

	Notification of Transfer Agent. Whenever the Conversion Price is
   adjusted as herein provided, the Corporation shall promptly file with the
   Transfer Agent an officer's certificate setting forth the Conversion Price
   after such adjustment and setting forth a brief statement of the facts
   requiring such adjustment, which certificate shall be conclusive evidence of
   the correctness of such adjustment absent manifest error. Promptly after
   delivery of such certificate, the Corporation shall prepare a notice of such
   adjustment of the Conversion Price setting forth the adjusted Conversion
   Price and the effective date of such adjustment becomes effective and shall
   mail such notice of such adjustment of the Conversion Price to the holders of
   each Series "A" Preferred Share at such holder's last address as shown on the
   stock records of the Corporation.

   


   	Timing of Adjustment. In any case in which paragraph (d) of this
   Section 7 provides that an adjustment shall become effective on the day next
   following the record date for an event, the Corporation may defer until the
   occurrence of such event (A) issuing to the holder of any Series "A"
   Preferred Share converted after such record date and before the occurrence of
   such event the additional Common Shares issuable upon such conversion by
   reason of the adjustment required by such event over and above the Common
   Shares issuable upon such conversion before giving effect to such adjustment
   and (B) paying to such holder any amount of cash in lieu of any fraction
   pursuant to paragraph (c) of this Section 7.

   

  k.     Exceptions to
  Adjustment. There shall be no adjustment of the Conversion Price in
  case of the issuance of any shares of capital stock of the Corporation in a
  

         reorganization, acquisition or
  other similar transaction except as specifically set forth in this Section 7.
  If any action or transaction would require adjustment of the Conversion 

         Price pursuant to more than one
  paragraph of this Section 7, only one adjustment shall be made, and such 

 



                                                                                                                                                                                                                                                                                                                                                                                                                         
9



 


 
             adjustment
  shall be the amount of adjustment that has the highest absolute value.

  	Board Discretion. If the Corporation shall take any action
   affecting the Common Shares, other than action described in this Section 7,
   that in the opinion of the Board of Directors would materially adversely
   affect the conversion rights of the holders of the Series "A" Preferred
   Shares, the Conversion Price for the Series "A" Preferred Shares may be
   adjusted, to the extent permitted by law, in such manner, if any, and at such
   time, as the Board of Directors, in its sole discretion, may determine to be
   equitable in the circumstances.

   
	Adjustment to Share Reservation. The Corporation covenants that
   it will reserve and keep available, free from preemptive rights, out of the
   aggregate of its authorized but unissued Common Shares, for the purpose of
   issuance upon conversion of the Series "A" Preferred Shares, that number of
   Common Shares required by any such increase in the Conversion Price. For
   purposes of this paragraph (n), such number of Common Shares shall be
   computed as if at the time of computation all such Series "A" Preferred
   Shares were held by a single holder. The Corporation further covenants that
   any Common Shares issued upon conversion of the Series "A" Preferred Shares
   shall be validly issued, fully paid and non-assessable. Before taking any
   action that would cause an adjustment reducing the Conversion Price below the
   then-par value of the Common Shares deliverable upon conversion of the Series
   "A" Preferred Shares, the Corporation shall take any corporate action that,
   in the opinion of its counsel, may be necessary in order that the Corporation
   may validly and legally issue fully paid and non-assessable Common Shares at
   such adjusted Conversion Price. The Corporation shall use its commercially
   reasonable best efforts to list the Common Shares required to be delivered
   upon conversion of the Series "A" Preferred Shares or payable as a dividend
   on the Series "A" Preferred Shares, prior to such delivery, upon each
   national securities exchange or automated quotation market, if any, upon
   which the outstanding Common Shares are listed or quoted at the time of such
   delivery. Prior to the delivery of any securities that the Corporation shall
   be obligated to deliver upon conversion of, or the payment of a dividend on,
   the Series "A" Preferred Shares, the Corporation shall use its commercially
   reasonable best efforts to comply with all federal and state laws and
   regulations thereunder requiring the registration of such securities with, or
   any approval of or consent to the delivery thereof, by any governmental
   authority.

   


   	Transfer Taxes. The Corporation shall pay any and all documentary
   stamp or similar issue or transfer taxes payable in respect of the issue or
   delivery of Common Shares or other securities or property on conversion of
   the Series "A" Preferred Shares pursuant hereto; provided, however, that the
   Corporation shall not be required to pay any tax that may be payable in
   respect of any transfer involved in the issue or delivery of any Common
   Shares or other securities or property in a name other than that of the
   holder of the Series "A" Preferred Shares to be converted, 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
   established, to the reasonable satisfaction of the Corporation, that such tax
   has been paid.


  Section 8. Mandatory Conversion at Option of the Corporation. 

  

   	Forced Conversion. On and after the "Mandatory Conversion Date"
   (as defined below) the Corporation shall have the option to cause the
   conversion of the Series "A" Preferred Shares, in whole or from time to time
   in part, into Common Shares. Any such conversion shall be subject to and
   effected in accordance with the provisions of Section 7 hereof (excluding
   Section 7(b)(iii)), to the extent applicable. "Mandatory Conversion Date"
   shall mean the last day of any period of twenty (20) consecutive Trading Days
   ending on or after the date the underlying shares are registered for resale
   with the Securities and Exchange Commission, in which the volume weighted
   average of the daily Current Market Price per Common Share equals or exceeds
   200% of the Conversion Price (as adjusted appropriately for stock splits,
   stock dividends and the similar events described in Section 7(g)). Any such
   determination shall be made by the Corporation and shall be evidenced by an
   officer's certificate setting forth the data supporting such determination,
   which certificate shall be conclusive evidence of such determination absent
   manifest error and filed with the Transfer Agent. If the Corporation
   exercises its right to cause the conversion of Series "A" Preferred Shares in
   whole or from time to time in part, it shall furnish notice thereof to the
   Transfer Agent and shall mail such notice to the holders of each outstanding
   Series "A" Preferred Share being converted at such holder's last address as
   shown on the stock records of the Corporation, together with a determination
   as to the number of Series "A" Preferred Shares to be converted and the
   Conversion Price with respect thereto; provided that to the extent the
   Corporation elects to cause less than all outstanding shares of Series "A"
   Preferred Shares to convert pursuant to this Section, the Corporation shall
   require holders to convert ratably based on their then-current holdings of
   the Series "A" Preferred Shares.

   


      b.   Termination of Dividend Rights.
  Notwithstanding anything to the contrary herein, the right of any Series "A"
  Preferred Shareholder to exercise any right of conversion 

          pursuant to Section 7
  hereof shall terminate upon the 

 



                                                                                                                                                                                                                                                                                                                                                                                                                       
10



 


 
  
    exercise by the Corporation of its conversion right in respect of such
    shares pursuant to Section 8(a). Notice of conversion having been mailed as
    aforesaid, from and after the date of such notice (unless the Corporation
    shall fail to convert the Series "A" Preferred Shares in accordance with
    this Section 8), (i) except as expressly provided in Section 7 hereof,
    dividends on the Series "A" Preferred Shares so called for conversion shall
    cease to accrue, (ii) all rights of the holders of Series "A" Preferred
    Shares shall cease (except the right to receive the Common Shares issuable
    upon conversion and any dividends on the Series "A" Preferred Shares as
    provided in Section 7 hereof (excluding Section 7(b) (iii)) and (iii) such
    Series "A" Preferred Shares shall no longer be deemed to be outstanding.

    

  

  
  Section 9. Mandatory Redemption. 

  

  

   	Holder Redemption Events. A "Redemption Event" means any one or
   more of the following events (whatever the reason and whether it shall be
   voluntary or involuntary or effected by operation of law or pursuant to any
   judgment, decree or order of any court, or any order, rule or regulation of
   any administrative or governmental body):


  	the "Maturity Date" of the Series "A" Preferred Shares having occurred,
   being five years from the Issue Date;
	the failure of the Registration Statement to be declared effective by the
   Securities and Exchange Commission on or prior to the 180th day after the
   Issue Date; provided, that if the Corporation has responded to all Commission
   comment letters on such registration statement within 10 days of receipt,
   then no Triggering Event shall be deemed to have occurred;
	the Corporation shall fail to have available a sufficient number of
   authorized and unreserved shares of Common Share to issue to such Holder upon
   a conversion hereunder;
	the Corporation provides written notice (or otherwise indicates) to any
   holder of Series "A" Preferred Shares, or states by way of public
   announcement distributed via a press release, at any time, of its intention
   not to issue, or otherwise refuses to issue, Common Shares to any holder of
   Series "A" Preferred Shares upon conversion in accordance with the terms of
   this Certificate of Designation;
	the Corporation or any subsidiary of the Corporation shall make an
   assignment for the benefit of creditors, or apply for or consent to the
   appointment of a receiver or trustee for it or for a substantial part of its
   property or business, or such a receiver or trustee shall otherwise be
   appointed;
	bankruptcy, insolvency, reorganization or liquidation proceedings or
   other proceedings for the relief of debtors shall be instituted by or against
   the Corporation or any subsidiary of the Corporation and if instituted
   against the Corporation or any subsidiary of the Corporation by a third
   party, shall not be dismissed within seventy-five (75) days of their
   initiation;
	the Corporation shall redeem more than a de minimis number of Junior
   Shares;
	a Change of Control Transaction; or
	the Common Shares shall fail to be listed or quoted for trading on a
   Trading Market for more than five (5) Trading Days, which need not be
   consecutive Trading Days. 


  

 

 
              
 b.    Redemption Notice. Upon the occurrence of any such
 Redemption Event other than clause 9(a)(i) (i.e., upon Maturity Date, in which
 case clause 9(c) shall apply), each holder 

                    
 of shares of Series "A" Preferred Shares shall thereafter have the option,
 exercisable in whole or in part at any time and from time to time by delivery
 of a written notice to such 

                    
 effect (a "Redemption Notice") to the Corporation while such Redemption
 Event continues, to require the Corporation to purchase for cash any or all of
 the then outstanding 

                    
 shares of Series "A" Preferred Shares held by such holder for an amount per
 share equal to the Redemption Amount (as defined in subsection 9(d) below) in
 effect at the time of 

                    
 the redemption hereunder.  For the avoidance of doubt, the occurrence of
 any event described in clauses (iii), (iv), (vii), and (viii) above shall
 immediately constitute a Redemption 

                    
 Event and there shall be no cure period.  Upon the Corporation's receipt
 of any Redemption Notice hereunder (other than during the five trading day
 period following the 

                    
 Corporation's delivery of a Redemption Announcement (as defined below) to all
 of the holders in response to the Corporation's initial receipt of a Redemption
 Notice from a 

                    
 holder of Series "A" Preferred Shares), the Corporation shall immediately (and
 in any event within one business day following such receipt) deliver a written
 notice (a "Redemption 

                    
 Announcement") to all holders of Series "A" Preferred Shares stating the
 date upon which the Corporation received such Redemption Notice and the amount
 of Series "A" 

                   
 Preferred Shares covered thereby.  The Corporation shall not redeem any
 shares Series "A" Preferred Shares during the five trading day period following
 the delivery of a required 

                   
 Redemption Announcement hereunder.  At any time and from time to time
 during such five trading day period, each holder of Series "A" Preferred Shares
 may request (either orally 

                   
 or in writing) information from the Corporation with respect to the instant
 redemption (including, but not limited to, the aggregate number of shares of
 Series "A" Preferred Shares 

                   
 covered by Redemption Notices received by the 



                                                                                                                                                                                                                                                                                                                                                                                                                        
11




 
            Corporation) and the
  Corporation shall furnish (either orally or in writing) as soon as practicable
  such requested information to such requesting holder.

  	Mandatory Redemption. On the Maturity Date, the Corporation shall
   redeem all outstanding shares of Series "A" Preferred Shares, to the extent
   it has funds legally available therefore, at the redemption price of 120% of
   the Liquidation Preference thereof, plus an amount equal to the dividends
   unpaid thereon, if any, whether or not declared, to the redemption date.
   
	Redemption Amount. The "Redemption Amount" with respect to
   a share of Series "A" Preferred Shares (other than upon the Maturity Date)
   means an amount equal to the greater of:

   
   

   
   	 	(i)	
     __V__
	 	x	 	M	
     =
	 Redemption
     Amount
	 	 	
     C P
	 	 
	 	 	
      
	 	 	 	 	 	 
	Or: 	(ii)	
     V
	 	x	 	R	 =	 Redemption Amount
	 	 	
      
	 	 	 	 	 	 


   
   

   
   
   where:

   "V" means the Liquidated Preference plus all accrued but unpaid
   dividends thereon through the date of payment of the Redemption Amount;

   "CP" means the Conversion Price in effect as of the date of the
   Redemption Notice;

   "M" means the highest VWAP of Common Shares during the period
   beginning on the date on which the Corporation receives the Redemption Notice
   and ending on the date immediately preceding the date of payment of the
   Redemption Amount; and

   "R" means 120%

   

	Redemption Defaults. If the Corporation fails to pay any holder
   the Redemption Amount with respect to any share of Series "A" Preferred
   Shares within five business days after its receipt of a Redemption Notice,
   then the holder of Series "A" Preferred Shares entitled to redemption shall
   be entitled to interest on the price payable upon Redemption at a per annum
   rate equal to the lower of eighteen percent (18%) and the highest interest
   rate permitted by applicable law from the date on which the Corporation
   receives the Redemption Notice until the date of payment of the Redemption
   Amount hereunder. In the event the Corporation is not able to redeem all of
   the shares of Series "A" Preferred Shares subject to Redemption Notices
   delivered prior to the date upon which such redemption is to be effected, the
   Corporation shall redeem shares of Series "A" Preferred Shares from each
   holder pro rata, based on the total number of shares of Series "A" Preferred
   Shares outstanding at the time of redemption included by such holder in all
   Redemption Notices delivered prior to the date upon which such redemption is
   to be effected relative to the total number of shares of Series "A" Preferred
   Shares outstanding at the time of redemption included in all of the
   Redemption Notices delivered prior to the date upon which such redemption is
   to be effected.


  
  
  Section 10. Permissible Distributions. In determining whether a
  distribution (other than upon liquidation, dissolution or winding up), whether
  by dividend, or upon redemption or other acquisition of shares or otherwise,
  is permitted under Delaware law, amounts that would be needed, if the
  Corporation were to be dissolved at the time of the distribution, to satisfy
  the preferential rights upon dissolution of holders of shares of any class or
  series of capital stock whose preferential rights upon dissolution are
  superior or prior to those receiving the distribution shall not be added to
  the Corporation's total liabilities.

  

  
  Section 11. Ranking. All other class or series of shares of capital
  stock of the Corporation shall be deemed to rank junior to the Series "A"
  Preferred Shares, as to the payment of dividends and on the distribution of
  assets upon liquidation, dissolution or winding up, as the case may be. The
  Series "A" Preferred Shares shall rank in preference and priority to the
  holders of shares of such stock or series, and such stock or series shall not
  in either case rank prior to the Series "A" Preferred Shares. 

  
  Section 12. Voting. The holders of Series "A" Preferred Shares shall
  have the following voting rights:

     a.     Subject to the provision for
  adjustment hereinafter set forth, each Series "A" Preferred Share shall
  entitle the holder thereof to one vote on all matters submitted to a vote  
  

           of the stockholders
  of the Corporation. In the event the Corporation shall at any time after the
  Issue Date (i) declare any dividend on outstanding shares of 

 



                                                                                                                                                                                                                                                                                                                                                                                                                       
12




 
             Common Share
  payable in Common Shares, (ii) subdivide outstanding Common Shares or (iii)
  combine the outstanding Common Shares into a smaller number of shares, 

           then in each such
  case the number of votes per share to which holders of Series "A" Preferred
  Shares were entitled immediately prior to such event shall be adjusted by 

           multiplying such
  number by a fraction the numerator of which shall be the number of Common
  Shares outstanding immediately after such event and the denominator of which
  

           shall be the number
  of Common Shares that were outstanding immediately prior to such event.

  	Except as otherwise provided herein or by law, the holders of Series "A"
   Preferred Shares and the holders of Common Shares shall vote together as one
   class on all matters submitted to a vote of stockholders of the Corporation.
	The holders of Series "A" Preferred Shares, voting separately as a class,
   shall have the right to elect two Directors. The number of Directors shall
   not be increased or decreased beyond seven except as approved by a vote of
   the holders of Series "A" Preferred Stock as herein provided.

   
	So long as any shares of Series "A" Preferred Share are outstanding, the
   Corporation shall not, without the affirmative vote of the holders of the
   Series "A" Preferred Share then outstanding:

   


  
  	increase or decrease the authorized number of shares of common or
   preferred stock of the Corporation;
	alter or change the rights, preferences or privileges of the Series "A"
   Preferred Shares, or increase the authorized number of shares of Series "A"
   Preferred Shares;
	alter or change the rights, preferences or privileges of any capital
   stock of the Corporation so as to affect adversely the Series "A" Preferred
   Shares;
	create or issue any securities senior to or Pari Passu to the
   Series "A" Preferred Shares; 
	create (by reclassification or otherwise) any new class or series of
   shares of the Corporation;
	redeem any shares of common stock or preferred stock (other than pursuant
   to stock incentive agreements with service providers giving the Corporation
   the right to repurchase shares upon the termination of services);
	enter into any transaction which results in any merger, other corporate
   reorganization, sale of control, or any transaction in which all or
   substantially all of the assets of the Corporation are to be sold;
	amend or waive any provision of the Corporation's constating documents
   (Certificate of Incorporation, Articles, or Bylaws); 
	increase or decrease the authorized size of the Corporation's board of
   directors;
	redeem, repurchase or otherwise acquire, or declare or pay any cash
   dividend or distribution on, any Junior Shares. Notwithstanding the
   foregoing, the Corporation shall, without the prior approval of the holders
   of the Series "A" Preferred Shares, be entitled to repurchase Junior Shares
   from employees of the Corporation in connection with employee compensation
   plans approved by the Corporation's Board of Directors;;
	take any action that results in borrowing in excess of the amount raised
   by the Corporation from the issuance of the Series "A" Preferred Shares
   without consent of the holders of the Series "A" Preferred Shares, which
   consent shall not be unreasonably withheld;
	increase the par value of the Common Shares;
	take any action that results in the creation of any lien or encumbrance
   on the assets of the Corporation (other than in favor of the holders of
   Series "A" Preferred Shares);
	change the Corporation's principal line of business;
	acquire directly or indirectly any other business or material assets, or
	sublicense or transfer any intellectual property of the Corporation
   without consent of the holder of the Series "A" Preferred Shares, which
   consent shall not be unreasonably withheld. 


  

  	To the extent that the vote of the holders of the Series "A" Preferred
   Shares, voting separately as a class or series, as applicable, is permitted
   or required to authorize a given action of the Corporation, the affirmative
   vote or consent of the holders of at least a majority of the then outstanding
   shares of the Series "A" Preferred Shares represented at a duly held meeting
   at which a quorum is present or by written consent of the Majority Holders
   (except as otherwise may be required under the DGCL) shall constitute the
   approval of such action by the class or series.


  
  

  
      f.    If in connection with any
  Liquidation Event, the holders of the Series "A" Preferred Shares are entitled
  to vote to approve such Liquidation Event as a class, then the holders 

          of such Series "A"
  Preferred Shares shall agree to vote their shares in favor of the Liquidation
  Event, conditioned on the receipt by all holders of Series "A" 

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
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  Preferred Shares of their respective Liquidation Preference, in full.

  


 
  	Notwithstanding any other provision of this Section 12, in the event that
   it is determined by Nasdaq or any other securities regulator (after full
   process, including any appeal process available to the Corporation) that the
   voting provisions set forth in this Section 12 violate or conflict with Rule
   4351 of the National Association of Securities Dealers, Inc. ("NASD"),
   or any successor or similar rule, or the rules or regulations of any other
   securities exchange on which the Common Shares are then listed or traded,
   then the manner of voting and/or number of votes to which each share of
   Series "A" Preferred Share is entitled shall be modified and/or reduced to
   the extent required to comply with such rule.
	Except as set forth herein, holders of Series "A" Preferred Shares shall
   have no special voting rights and their consents shall not be required
   (except to the extent they are entitled to vote with holders of Common Shares
   as set forth herein) for taking any corporate action.


  
  Section 13. Record Holders. The Corporation and the Transfer Agent may
  deem and treat the record holder of any Series "A" Preferred Shares as the
  true and lawful owner thereof for all purposes, and neither the Corporation
  nor the Transfer Agent shall be affected by any notice to the contrary.

  
  Section 14. No Preemptive Rights. Except as may otherwise be required
  by law, the Series "A" Preferred Shares shall not have any powers, preferences
  and relative participating, optional or other special rights, other than those
  specifically and expressly set forth in this Certificate of Designation and in
  the Corporation's Certificate of Incorporation, as amended. The Series "A"
  Preferred Shares shall have no preemptive or subscription rights.

  
  Section 15. Miscellaneous. 

  

   	Notices. Any and all notices or other communications or deliveries to
   be provided by the Holder hereunder, including, without limitation, any
   Notice of Conversion, shall be in writing and delivered personally, by
   facsimile, sent by a nationally recognized overnight courier service,
   addressed to the Transfer Agent with a copy to the Corporation to the
   attention of the Chief Executive Officer at its principal executive offices
   or such other address or facsimile number as the Corporation may specify for
   such purposes by notice to the holders of Series "A" Preferred Shares
   delivered in accordance with this Section. Any and all notices or other
   communications or deliveries to be provided by the Corporation hereunder
   shall be in writing and delivered personally, by facsimile, sent by a
   nationally recognized overnight courier service addressed to each holder of
   Series "A" Preferred Shares at the facsimile telephone number or address of
   such holder appearing on the books of the Corporation, or if no such
   facsimile telephone number or address appears, at the principal place of
   business of the holder of Series "A" Preferred Shares. 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 5:30 p.m. (New York City 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 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m.
   (New York City time) on such date, (iii) the second Business Day following
   the date of mailing, if sent by nationally recognized overnight courier
   service, or (iv) upon actual receipt by the party to whom such notice is
   required to be given. 

   
	No Pre-emptive Rights.  The holders of the Class "A" Preferred
   Shares are not entitled to a right of first refusal to subscribe for,
   purchase or receive any part of any issue of shares, bonds, debentures or
   other securities of the Corporation now or in the future. 
	Absolute Obligation. Except as expressly provided herein, no
   provision of this Certificate of Designation shall alter or impair the
   obligation of the Corporation, which is absolute and unconditional, to pay
   the liquidated damages (if any) on, the shares of Series "A" Preferred Share
   at the time, place, and rate, and in the coin or currency, herein prescribed.
   
	Lost or Mutilated Series "A" Preferred Share Certificate.
   If a holder's Series "A" Preferred Share certificate shall be
   mutilated, lost, stolen or destroyed, the Corporation shall execute and
   deliver, in exchange and substitution for and upon cancellation of a
   mutilated certificate, or in lieu of or in substitution for a lost, stolen or
   destroyed certificate, a new certificate for the shares of Series "A"
   Preferred Share so mutilated, lost, stolen or destroyed but only upon receipt
   of evidence of such loss, theft or destruction of such certificate, and of
   the ownership hereof, and indemnity, if requested, all reasonably
   satisfactory to the Corporation. 





                                                                                                                                                                                                                                                                                                                                                                                                                        
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   	Governing Law. All questions concerning the construction, validity,
   enforcement and interpretation of this Certificate of Designation shall be
   governed by and construed and enforced in accordance with the internal laws
   of the State of Delaware, without regard to the principles of conflicts of
   law thereof. Each party agrees that all legal proceedings concerning the
   interpretations, enforcement and defense of the transactions contemplated by
   any of the Transaction Documents (whether brought against a party hereto or
   its respective affiliates, directors, officers, shareholders, employees or
   agents) shall be commenced in the state and federal courts sitting in the
   City of New York, Borough of Manhattan (the "New York Courts"). Each
   party hereto hereby irrevocably submits to the exclusive jurisdiction of the
   New York Courts for the adjudication of any dispute hereunder or in
   connection herewith or with any transaction contemplated hereby or discussed
   herein (including with respect to the enforcement of any of the Transaction
   Documents), and hereby irrevocably waives, and agrees not to assert in any
   suit, action or proceeding, any claim that it is not personally subject to
   the jurisdiction of any such court, or such New York Courts are improper or
   inconvenient venue for such proceeding. Each party hereby irrevocably waives
   personal service of process and consents to process being served in any such
   suit, action or proceeding by mailing a copy thereof via registered or
   certified mail or overnight delivery (with evidence of delivery) to such
   party at the address in effect for notices to it under this Certificate of
   Designation and agrees that such service shall constitute good and sufficient
   service of process and notice thereof. Nothing contained herein shall be
   deemed to limit in any way any right to serve process in any manner permitted
   by law. Each party hereto hereby irrevocably waives, to the fullest extent
   permitted by applicable law, any and all right to trial by jury in any legal
   proceeding arising out of or relating to this Certificate of Designation or
   the transactions contemplated hereby. If either party shall commence an
   action or proceeding to enforce any provisions of this Certificate of
   Designation, then the prevailing party in such action or proceeding shall be
   reimbursed by the other party for its attorneys fees and other costs and
   expenses incurred with the investigation, preparation and prosecution of such
   action or proceeding. 
	Waiver. Any waiver by the Corporation or the holder of Series "A"
   Preferred Shares of a breach of any provision of this Certificate of
   Designation shall not operate as or be construed to be a waiver of any other
   breach of such provision or of any breach of any other provision of this
   Certificate of Designation. The failure of the Corporation or the holder of
   Series "A" Preferred Shares to insist upon strict adherence to any term of
   this Certificate of Designation on one or more occasions shall not be
   considered a waiver or deprive that party of the right thereafter to insist
   upon strict adherence to that term or any other term of this Certificate of
   Designation. Any waiver must be in writing. 
	Severability. If any provision of this Certificate of Designation is
   invalid, illegal or unenforceable, the balance of this Certificate of
   Designation shall remain in effect, and if any provision is inapplicable to
   any person or circumstance, it shall nevertheless remain applicable to all
   other persons and circumstances. If it shall be found that any interest or
   other amount deemed interest due hereunder violates applicable laws governing
   usury, the applicable rate of interest due hereunder shall automatically be
   lowered to equal the maximum permitted rate of interest. 
	Next Business Day. Whenever any payment or other obligation hereunder
   shall be due on a day other than a Business Day, such payment shall be made
   on the next succeeding Business Day. 
	Headings. The headings contained herein are for
   convenience only, do not constitute a part of this Certificate of Designation
   and shall not be deemed to limit or affect any of the provisions hereof. 


   

  
  IN WITNESS WHEREOF, NorthTech Corporation caused this certificate to be
  signed by its Chief Executive Officer this ____ day of October, 2006.

  
   

  
  NORTHTECH CORPORATION

  
   

   

  
  Per:

  Cecelia Pineda

  Chief Executive Officer

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
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  ANNEX A

  
  

  
  NOTICE OF ELECTION TO CONVERT

  
  (To be Executed by the Registered Holder in order to Convert Shares of
  Series "A" Preferred Stock) 

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

  
  Conversion calculations: 

  Date to Effect Conversion: _____________________________________________
  

  Number of shares of Preferred Stock owned prior to Conversion:__________
  

  Number of shares of Preferred Stock to be Converted:____________________
  

  Stated Value of shares of Preferred Stock to be Converted:______________
  

  Number of shares of Common Stock to be Issued: _________________________
  

  Applicable Conversion Price:____________________________________________
  

  Number of shares of Preferred Stock subsequent to Conversion:___________
  

  
   

  HOLDER: ____________________________

   

  By:___________________________________ 

  Name: ________________________________

  Title: _________________________________

 




                                                                                                                                                                                                                                                                                                                                                                                                                        
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