Exhibit
3(i)(6)
 
 CERTIFICATE
OF DESIGNATION
 
 Pursuant
to N.R.S. 78.1955, Halo Holdings of Nevada, Inc. (the “Company”) hereby amends
and restates its Articles of Incorporation as follows:
 
 I.
Article IV of the Company’s Articles of Incorporation shall be amended by adding
the following after the existing provisions of such articles:
 
 1.
Designation, Amount, Par Value, and Rank. A series of Preferred Stock shall be
designated as Series A Convertible Preferred Stock (the “Series A Preferred
Stock”), and the number of shares so designated shall be 2,000,000. Each share
of Series A Preferred Stock shall have a par value of $.001 per
share.
 
 2. Voting
Rights. The holder of each share of the Series A Preferred Stock shall be
entitled to the number of votes equal to the number of shares of Common Stock
into which such share of Series A Preferred Stock could be converted and shall
have voting rights and powers equal to the voting rights and powers of the
Common Stock (except as otherwise expressly provided herein or as required by
law, voting together with the Common Stock as a single class) and shall be
entitled to notice of any shareholders’ meeting in accordance with the Bylaws of
the Company. Fractional votes shall not, however, be permitted and any
fractional voting rights resulting from the above formula (after aggregating all
shares into which shares of Series A Preferred Stock held by each holder could
be converted) shall be rounded to the nearest whole number (with one-half being
rounded upward).
 
 3.
Preference as to Earnings, Assets and Liquidation. The Series A Preferred Stock
shall be preferred as to both earnings and assets, and in the event of
liquidation, dissolution, or winding up of the Company, whether voluntary or
involuntary, the holders of the Series A Preferred Stock of the Company shall be
entitled, before any assets of the Company shall be distributed among or paid
over to the holders of the Common Stock, to be paid in full the face value of
$4.50 per share of Series A Preferred Stock. After payment in full of the above
preferential rights of the holders of the Series A Preferred Stock, the holders
of the Series A Preferred Stock and Common Stock shall participate equally in
the division of the remaining assets of the Company, so that from the remaining
assets the amount per share of Series A  Preferred Stock distributed
to the holders of the Series A Preferred Stock shall equal the amount per share
of Common Stock distributed to the holders of the Common Stock.
 
 4.
Conversion. (a) Each share of Series A Preferred Stock shall be converted into
one (1) share of Common Stock (i) automatically upon the effectiveness of a
registration statement filed by the Company under the Securities Act of 1933, as
amended, which relates, in whole or in part, to the registration of the Common
Stock underlying the Series A Preferred Stock or (ii) voluntarily upon the
written request of a holder of such shares of Series A Preferred Stock pursuant
to Section 4(b).
 
 (b)
Before any holder of Series A Preferred Stock shall be entitled to convert the
same into shares of Common Stock, he or she shall surrender the certificate or
certificates thereof, duly endorsed, at the office of the Company or of any
transfer agent for such stock, and shall give written notice to the Company at
such office that he or she elects to convert the same and shall state therein
the name or names in which he or she wishes the certificate or certificates for
shares of Common Stock to be issued. The Company shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Series A
Preferred Stock, a certificate or certificates for the number of shares of
Common Stock to which he or she shall be entitled as aforesaid. Such conversion
shall be deemed to have been made immediately prior to the close of business on
the date of surrender of the shares of Series A Preferred Stock to be converted,
and the person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on such date.
 
 (c) If
the issued and outstanding shares of Series A Preferred Stock are converted
automatically upon the effectiveness of a registration statement as set forth in
Section 4(a)(i), such conversion shall be deemed to have been made immediately
prior to the close of business on the date of effectiveness of such registration
statement, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such
date.
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  5.
Registration Rights. (a) The holders of the Series A Preferred Stock shall have
a one time right to demand that the Company register the shares of Common Stock
underlying the Series A Preferred Stock in order that those shares may be freely
tradable under the federal securities laws. Upon written request by the holders
of at least fifty-one (51%) percent of the Series A Preferred Stock then
outstanding, the Company shall be required to use its best efforts to
immediately register (all or a portion) of the underlying shares of Common Sock
pursuant to Form SB-2 or such other applicable form as the Company, in its sole
discretion, shall determine is most appropriate.
 
 (b)
Additionally, the holders of the Series A Preferred Stock shall be entitled to
“piggy-back” registration rights on registrations of the Company made pursuant
to the Securities Act of 1933, as amended (other than a registration relating
solely to a transaction under Rule 145 under such Act (or any successor
thereto), a registration made pursuant to Form S-4, Form S-8 or pursuant to an
employee benefit plan of the Company) subject to the right, however, of the
Company and its underwriters, in the case of an underwritten public offering, to
reduce the number of shares proposed to be registered pro rata in view of market
conditions.
 
 (c) The
Company shall bear the registration expenses (exclusive of underwriting
discounts and commissions) of all demand and piggy-back
registrations.
 
 (d) The
registration rights described herein shall be expressly conditioned upon
acceptance by any participating shareholder of such other provisions in any
purchase or underwriting agreement, if any, relating to such registration as are
reasonable and customary, including, but not limited to, cross-indemnification,
the period of time in which the Registration Statement shall be kept effective,
underwriting arrangements, and the like.
 
 (e) All
registration rights granted in this Section 5 shall immediately expire and be
deemed null and void upon the voluntary conversion by the holder of any shares
of Series A Preferred Stock into shares of Common Stock not made in connection
with either the demand or piggy-back registration rights granted in this Section
5.
 
 6.
Adjustments for Combinations, Subdivisions Reclassifications and
Reorganizations. (a) In the event that this Company at any time or from time to
time after the date hereof shall declare or pay any dividend on the Common Stock
payable in Common Stock or in any right to acquire Common Stock, or shall effect
a subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by stock split, reclassification or otherwise than by
payment of a dividend in Common Stock or in any right to acquire Common Stock),
or in the event the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, then the conversion ratio in effect immediately prior to such
event shall, concurrently with the effectiveness of such event, be
proportionately decreased or increased, as appropriate. In the event that this
Company shall declare or pay, without consideration, any dividend on the Common
Stock payable in any right to acquire Common Stock for no consideration then the
Company shall be deemed to have made a dividend payable in Common Stock in an
amount of shares equal to the maximum number of shares issuable upon exercises
of such rights to acquire Common Stock.
 
 (b) If
the Common Stock issuable upon conversion of the Series A Preferred Stock shall
be changed into the same or a different number of shares of any other class or
class of stock, whether by capital reorganization, reclassification or otherwise
(other than a subdivision or combination of shares provided for in Section 6(a)
above), the conversion ratio then in effect shall, concurrently with the
effectiveness of such reorganization or Reclassification, be proportionately
adjusted so that the Series A Preferred Stock shall be convertible into, in lieu
of the number of shares of Common Stock which the holders would otherwise have
been entitled to receive, a number of shares of such other class or classes of
stock equivalent to the number of shares of Common Stock that would have been
subject to receipt by the holders upon conversion of the Series A Preferred
Stock immediately before that change.
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  7.
Miscellaneous Provisions.
 
 (a) The
Company will not, by amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of and in the taking of all such action as
may be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series A Preferred Stock against impairment.
 
 (b) The
Company shall pay any and all issue and other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
shares of Series A Preferred Stock pursuant hereto; provided, however, that the
Company shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such
conversion.
 
 (c) The
Company shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Series A Preferred Stock, the Company will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose, including, without limitation, engaging in best efforts to obtain the
requisite shareholder approval of any necessary amendment to this
Certificate.
 
 (d) No
fractional share shall be issued upon the conversion of any share or shares of
Series A Preferred Stock. All shares of Common Stock (including fractions
thereof) issuable upon conversion of more than one share of Series A Preferred
Stock by a holder thereof shall be aggregated for purposes of determining
whether the conversion would result in the issuance of any fractional share. If,
after the aforementioned aggregation, the conversion would result in the
issuance of a fraction of a share of Common Stock, the Company shall, in lieu of
issuing any fractional share, pay the holder otherwise entitled to such fraction
a sum in cash equal to the fair market value of such fraction on the date of
conversion (as determined in good faith by the Board of Directors of the
Company).
 
 (e) Any
notice required by the provisions of this Designation to be given to the holders
of shares of Series A Preferred Stock shall be deemed given if deposited in the
United States mail, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Company.
 
 8.
Amendment. Any term relating to the Series A Preferred Stock may be amended and
the observance of any term relating to the Series A Preferred Stock may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only with the vote or written consent of holders of at least
fifty-one (51%) percent of all Series A Preferred Stock then outstanding and the
Company. Any amendment or waiver so effected shall be binding upon the Company
and all holders of Series A Preferred Stock.
 
 9.
Restrictions and Limitations . So long as any shares of Series A Preferred Stock
remain outstanding, the Company shall not, without the vote or written consent
by the holders of at least fifty-one (51%) percent of the then outstanding
shares of Series A Preferred Stock:
 
 (a)
Effect any reclassification, recapitalization or other change with respect to
any outstanding shares of stock which results in the issuance of shares of stock
having any preference or priority as to dividend or redemption rights,
liquidation preferences, conversion rights or otherwise, superior to, or on a
parity with, any such preference or priority of the Series A Preferred Stock,
or
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  (b)
Authorize or issue, or obligate itself to issue, any other equity security
senior to or on a parity with the Series A Preferred Stock as to dividend or
redemption rights, liquidation preferences, conversion rights or otherwise, or
create any obligation or security convertible into or exchangeable for, or
having any option rights to purchase, any such equity security which is senior
to or on a parity with the Series A Preferred Stock, or
 
 (c)
Amend, alter or repeal the preferences, special rights or other powers of the
Series A Preferred Stock, or otherwise amend the Company’s Certificate of
Incorporation, so as to affect adversely the Series A Preferred
Stock.
 
 9. No
Reissuance of Series A Preferred Stock. No share or shares of Series A Preferred
Stock acquired by the Company by reason of redemption, purchase, conversion or
otherwise shall be reissued, and all such shares shall be canceled, retired and
eliminated from the shares which the Company shall be authorized to
issue.
 
 The
foregoing Articles of Amendment were adopted by all of the Directors of the
Company on April 26, 1999.
 
 IN
WITNESS WHEREOF, the undersigned, being the Chief Executive Officer, President
and the Secretary of the Company, have executed these Articles this 1st day of
June, 1999.
 
 
 Bruce
      Bertman,Chief
      Executive OfficerLeonard
      Tambasco,PresidentLeonard
      Tambasco,Secretary
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