**Exhibit 3.3**

**VSURANCE, INC.**

**CERTIFICATE OF DESIGNATION OF PREFERENCES,**

**RIGHTS AND LIMITATIONS**

**OF**

**SERIES D PREFERRED STOCK**

The undersigned, Vsurance, Inc., do hereby certify that: 

1. They are the Chief Executive Officer of Vsurance, Inc., a Nevadacorporation (the “Corporation”). 

2. The Corporation is authorized to 100,000 shares of preferred stock series D, of whichnone have been issued. 

3. The following resolutions were duly adopted by the Board of Directors: 

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock series D, comprised of100,000 shares, issuable from time to time; 

WHEREAS, the Board of Directors of the Corporation is authorized to fix the dividend rights,dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any Series and the designation thereof, of any ofthem; and 

WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to fix therights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of 100,000 shares of the preferred stock which the corporation has the authority to issue, classified as Series D, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cashor exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows: 

 

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**TERMS OF PREFERRED STOCK SERIES D**

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings: 

“Bankruptcy Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as suchterm is defined in Rule 1.02(s) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of anyjurisdiction relating to the Corporation or any Significant Subsidiary thereof; (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days aftercommencement; (c) the Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Corporation or any SignificantSubsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) the Corporation or any Significant Subsidiary thereof makes a generalassignment for the benefit of creditors; (f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (g) the Corporation orany Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) anacquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of theCorporation, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation, or (b) a replacement at one time or within a one year period of more than one-half of the members of the Corporation’s board ofdirectors 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 boardof directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (c) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providingfor any of the events set forth above in (a) or (b). 

“Commission” means the Securities and ExchangeCommission. 

“Common Stock” means the Corporation’s common stock, and stock of any other class intowhich such shares may hereafter have been reclassified or changed. 

 

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“Common Stock Equivalents” means any securities of the Corporation orthe Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeablefor, or otherwise entitles the holder thereof to receive, Common Stock. 

“Exchange Act” means theSecurities Exchange Act of 1934, as amended. 

“Exempt Issuance” means the issuance of (a) shares ofCommon Stock or options to employees, officers or directors of the Corporation pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation or a majority of the members of acommittee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder, convertible securities, options or warrants issued and outstanding on the date of thisAgreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuanceshall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Corporation and in which the Corporation receives benefits in addition to the investment of funds, butshall not include a transaction in which the Corporation is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. 

“Holder” shall have the meaning given such term in Section 2 hereof. 

“Original Issue Date” shall mean the date of the first issuance of any shares of the Preferred Stock regardless of thenumber of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock. 

“Person” means a corporation, an association, a partnership, an organization, a business, an individual, a government orpolitical subdivision thereof or a governmental agency. 

“Securities Act” means the Securities Act of 1933,as amended, and the rules and regulations promulgated thereunder. 

“VWAP” shall mean the daily dollarvolume-weighted average sale price for the Common Stock on the Trading Market on any particular Trading Day during the period beginning at 9:30 a.m., New York City Time (or such other time as the Trading Market publicly announces is the officialopen of trading), and ending at 4:00 p.m., New York City Time (or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” functions or, if theforegoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security on any particular Trading Day during the period beginning at 9:30 a.m., 

 

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New York City Time (or such other time as the Trading Market publicly announces is the official open of trading), and ending at 4:00 p.m., New York City Time(or such other time as the Trading Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of thehighest closing bid price and the lowest closing ask price of any of the market makers for such security on any particular Trading Day as reported in the “pink sheets” by the National Quotation Bureau, Inc. If the VWAP cannot be calculatedfor such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations of VWAP shall be appropriately andequitably adjusted in accordance with the provisions set forth herein for any stock dividend, stock split, stock combination or other similar transaction occurring during any period used to determine the Exercise Price (or other period utilizingVWAPs). 

Section 2. Designation and Amount. The series of preferred stock shall be designated as itsSeries D Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be one hundred thousand (100,000) shares which is based on 55% voting control using the existing common shares authorized(500,000,000). Further, Series D preferred stock is non-dilutive and shall to increase without the consent of and or all of the holders of the Series D Preferred Stock or common stock (each, a “Holder” and collectively, the“Holders”). 

Section 3. Voting Rights. Except as otherwise provided herein and asotherwise required by law, each share of the Preferred Stock Series D shall have 2,750 votes on all matters presented to be voted by the holders of common stock. 

Section 4. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary orinvoluntary (a “Liquidation”), the Holders shall not be entitled to receive pay out of the assets of the Corporation. 

Section 5. Conversion. No conversion rights to common stock. The preferred stock class D is merely voting stock. 

Section 9. Miscellaneous. 

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, withoutlimitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service, addressed to the Corporation. Any and all notices or other communications or deliveries tobe 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 at the facsimile telephone number or address of such Holder

 

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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. Anynotice 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 inthis 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. (NewYork 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 receiptby the party to whom such notice is required to be given. 

b) Absolute Obligation. Except as expressly providedherein, 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 Preferred Stock at the time, place, andrate, and in the coin or currency, herein prescribed. 

c) Lost or Mutilated Preferred Stock Certificate. If aHolder’s Preferred Stock 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 substitutionfor a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownershiphereof, and indemnity, if requested, all reasonably satisfactory to the Corporation. 

d) Governing Law. All questionsconcerning 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 Nevada, without regard to the principles ofconflicts 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 itsrespective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Florida (the “Florida Courts”). Each party hereto hereby irrevocably submits to theexclusive jurisdiction of the Florida 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 TransactionDocuments), 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 Florida Courts are improper or inconvenient venue forsuch 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 (withevidence of 

 

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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 goodand 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 extentpermitted 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 toenforce 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, preparationand prosecution of such action or proceeding. 

e) Waiver. Any waiver by the Corporation or the Holder of a breach ofany 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 orthe Holder 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 anyother term of this Certificate of Designation. Any waiver must be in writing. 

f) Severability. If any provision ofthis 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 applicableto 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 toequal the maximum permitted rate of interest. 

g) Next Business Day. Whenever any payment or other obligationhereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. 

h) 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. 

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RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and the secretary or anyassistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Floridalaw. 

IN WITNESS WHEREOF, the undersigned have executed this Certificate this          dayof             , 2007. 

 

 

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