LOGICA HOLDINGS INC.

                   CERTIFICATE OF DESIGNATIONS OF PREFERENCES,
                             RIGHTS AND LIMITATIONS
                     OF SERIES A CONVERTIBLE PREFERRED STOCK


         The undersigned, Giuseppe Pino Baldassarre and Enzo Taddei, do hereby
certify that:

         1.  They are the  President  and  Secretary,  respectively,  of  Logica
Holdings, Inc. a Nevada corporation (the "Company").


         2. The Company is authorized to issue Ten Million  (10,000,000)  shares
of preferred stock, none of which have been previously issued.

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

         WHEREAS, the Certificate of Incorporation of the Company provides for a
class of its authorized stock known as preferred stock, comprised of 10,000,000
shares, $0.001 par value per share, issuable from time to time in one or more
series;

         WHEREAS, the Board of Directors of the Company 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 of them; and

         WHEREAS, it is the desire of the Board of Directors of the Company,
pursuant to its authority as aforesaid, to fix the rights, preferences,
restrictions and other matters relating to a series of the preferred stock,
which shall consist of up to 250,000 shares of series A preferred stock which
the Company has the authority to issue, 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 cash or 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:


                            TERMS OF PREFERRED STOCK

         Section 1. Definitions. Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement (as defined below)
shall have the meanings given such terms in the Purchase Agreement. For the
purposes hereof, the following terms shall have the following meanings:


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

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                  "Bankruptcy Event" means any of the following events: (a) the
         Company or any Significant Subsidiary (as such term 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 any jurisdiction relating to the Company or any Significant
         Subsidiary thereof; (b) there is commenced against the Company or any
         Significant Subsidiary thereof any such case or proceeding that is not
         dismissed within 60 days after commencement; (c) the Company 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 Company or any Significant Subsidiary
         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 Company or any Significant Subsidiary thereof
         makes a general assignment for the benefit of creditors; (f) the
         Company 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 Company or any 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.

                  "Closing Date" means the date on which the payment of the
         Purchase Price (as defined herein) by the Investor to the company is
         completed pursuant to this Agreement to purchase the Preferred Stock
         and Warrants, which shall occur on or before October 4th, 2007.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the Company's common stock, par value
         $0.015 per share, and stock of any other class into which such shares
         may hereafter have been reclassified or changed.

                  "Common Stock Equivalents" means any securities of the Company
         or the 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 exchangeable for, or otherwise entitles
         the holder thereof to receive, Common Stock.

                  "Conversion Date" shall have the meaning set forth in Section
6(a).

                  "Conversion Ratio" shall have the meaning set forth in Section
6(a).

                  "Conversion Value" shall have the meaning set forth in Section
6(a).

                  "Conversion Shares" means, collectively, the shares of Common
         Stock into which the shares of Series A Preferred Stock are convertible
         in accordance with the terms hereof.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

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                  "Conversion Shares Registration Statement" means a
         registration statement that meets the requirements of the Registration
         Rights Agreement and registers the resale of all Conversion Shares by
         the Holder, who shall be named as a "selling stockholder" thereunder,
         all as provided in the Registration Rights Agreement.

                  "Dilutive Issuance" shall have the meaning set forth in
         Section 7(b) hereof.

                  "Effective Date" means the date that the Conversion Shares
         Registration Statement is declared effective by the Commission.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended.

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

                  "Fundamental  Transaction" shall have the meaning set forth in
         Section 7(f)(iv) hereof.

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

                  "Junior Securities" means the Common Stock and all other
         equity or equity equivalent securities of the Company other than those
         securities that are explicitly senior in rights or liquidation
         preference to the Series A Preferred Stock.

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

                  "Person" means a Company, an association, a partnership, a
         limited liability company, a business association, an individual, a
         government or political subdivision thereof or a governmental agency.

                  "Purchase Agreement" means the Preferred Stock Purchase
         Agreement, dated as of the October 4th, 2007, to which the Company and
         the original Holders are parties, as amended, modified or supplemented
         from time to time in accordance with its terms, a copy of which is on
         file at the principal offices of the Company.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

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                  "Registration Rights Agreement" means the Registration Rights
         Agreement, dated as of the Closing Date, to which the Company and the
         original Holder are parties, as amended, modified or supplemented from
         time to time in accordance with its terms.

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

                  "Series A Preferred Stock" shall have the meaning set forth in
         Section 2.

                  "Subscription Amount" shall mean the Two Hundred and Fifty
         Thousand Dollars ($250,000.00) to be paid for the Preferred Stock
         purchased pursuant to the Purchase Agreement, in United States Dollars
         and in immediately available funds.

                  "Subsidiary" shall mean a Company, limited liability company,
         partnership, joint venture or other business entity of which the
         Company owns beneficially or of record more than 19% of the equity
         interest.

                  "Trading Day" means a day on which the Common Stock is traded
         on a Trading Market.

                  "Trading Market" means the following markets or exchanges on
         which the Common Stock is 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 Documents" shall have the meaning set forth in
         the Purchase Agreement.

                  "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 primary 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. EST to 4:02 p.m. Eastern Time) using the VAP
         function; (b) if the Common Stock is not then listed or quoted on the
         Trading Market and if prices for the Common Stock are then reported in
         the "Pink Sheets" published by the National Quotation Bureau
         Incorporated (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 (c) in all other cases, the fair
         market value of a share of Common Stock as determined by a nationally
         recognized-independent appraiser selected in good faith by Purchasers
         holding a majority of the principal amount of Series A Preferred Stock
         then outstanding.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

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         Section 2. Designation, Amount and Par Value. The series of preferred
stock shall be designated as the Company's Series A Convertible Preferred Stock
(the "Series A Preferred Stock or "Preferred Stock") and the number of shares so
designated shall be 500,000 (which shall not be subject to increase without the
consent of all of the holders of the Series A Preferred Stock (each a "Holder"
and collectively, the "Holders"). Each share of Series A Preferred Stock shall
have a par value of $0.001 per share. Capitalized terms not otherwise defined
herein shall have the meaning given such terms in Section 1 hereof.

         Section 3. Dividends and Other Distributions. No dividends shall be
payable with respect to the Series A Preferred Stock. No dividends shall be
payable with respect to the Common Stock while the Series A Preferred Stock is
outstanding. The Common Stock shall not be redeemed while the Series A Preferred
Stock is outstanding. Provided, however, the Company may pay dividends on its
Common Stock provided that dividends have been paid pro rata to the Holders of
the Series A Preferred Stock.

         Section 4. Voting Rights. The Series A Preferred Stock shall have no
voting rights. However, so long as any shares of Series A Preferred Stock are
outstanding, the Company shall not, without the affirmative approval of the
Holders of the shares of the Series A Preferred Stock then outstanding, (a)
alter or change adversely the powers, preferences or rights given to the Series
A Preferred Stock or alter or amend this Certificate of Designation, (b)
authorize or create any class of stock ranking as to dividends or distribution
of assets upon a Liquidation (as defined in Section 5) senior to or otherwise
pari passu with the Series A Preferred Stock, or any of preferred stock
possessing greater voting rights or the right to convert at a more favorable
price than the Series A Preferred Stock, (c) amend its certificate or articles
of incorporation or other charter documents in breach of any of the provisions
hereof, (d) increase the authorized number of shares of Series A Preferred
Stock, or (e) enter into any agreement with respect to the foregoing.

         Section 5. Liquidation. Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"), the Holders
shall be entitled to receive out of the assets of the Company, whether such
assets are capital or surplus, for each share of Series A Preferred Stock an
amount equal to $1.00 (the "Liquidation Value") before any distribution or
payment shall be made to the holders of any Junior Securities, and if the assets
of the Company shall be insufficient to pay in full such amounts, then the
entire assets to be distributed to the Holders shall be distributed among the
Holders ratably in accordance with the respective amounts that would be payable
on such shares if all amounts payable thereon were paid in full.

         Section 6. Conversion.

                  a)  Conversions  at Option of  Holder.  Each share of Series A
Preferred Stock shall be initially  convertible  (subject to the limitations set
forth in Section  6(c)),  into Two and a half (2.5)  shares of Common  Stock (as
adjusted  as  provided  below,  the  "Conversion  Ratio")  at the  option of the
Holders,  at any time and from time to time from and  after the  Original  Issue
Date. Holders shall effect conversions by providing the Company with the form of
conversion notice attached hereto as Annex A (a "Notice of Conversion") as fully


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

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and originally executed by the Holder,  together with the delivery by the Holder
to the Company of the stock certificate(s)  representing the number of shares of
Series A Preferred Stock so converted,  with such stock  certificates being duly
endorsed in full for transfer to the Company or with an  applicable  stock power
duly  executed by the Holder in the manner and form as deemed  reasonable by the
transfer agent of the Common Stock.  Each Notice of Conversion shall specify the
number of shares of Series A  Preferred  Stock to be  converted,  the  number of
shares of Series A Preferred  Stock owned prior to the conversion at issue,  the
number of shares of Series A Preferred Stock owned  subsequent to the conversion
at issue,  the stock  certificate  number and the  shares of Series A  Preferred
Stock represented  thereby which are accompanying the Notice of Conversion,  and
the date on which such conversion is to be effected, which date may not be prior
to the date the Holder  delivers  such Notice of Conversion  and the  applicable
stock certificates to the Company by overnight delivery service (the "Conversion
Date").  If no  Conversion  Date is  specified  in a Notice of  Conversion,  the
Conversion  Date shall be the Trading Day  immediately  following  the date that
such Notice of Conversion and applicable stock  certificates are received by the
Company.  The  calculations  and entries  set forth in the Notice of  Conversion
shall control in the absence of manifest or mathematical error. Shares of Series
A Preferred  Stock  converted  into Common  Stock in  accordance  with the terms
hereof  shall be canceled  and may not be  reissued.  The  initial  value of the
Series A  Preferred  Stock on the  Conversion  Date  shall be equal to $0.40 per
share (as adjusted  pursuant to Section 7 or otherwise as provided  herein,  the
"Conversion  Value").  If the initial  Conversion Value is adjusted  pursuant to
Section 7 or as otherwise  provided herein,  the Conversion Ratio shall likewise
be adjusted  and the new  Conversion  Ratio shall  equal the  Liquidation  Value
divided  by the  new  Conversion  Value.  Thereafter,  subject  to  any  further
adjustments  in the  Conversion  Value,  each share of Series A Preferred  Stock
shall be initially  convertible into that number of shares of Common Stock equal
to the new Conversion Ratio.

                  b) Automatic Conversion Upon Change of Control.

                           i.  All  of  the  outstanding   shares  of  Series  A
Preferred Stock shall be automatically converted into the Conversion Shares upon
the close of business on the business day  immediately  preceding the date fixed
for  consummation  of any  transaction  resulting  in a Change of Control of the
Company  (an  "Automatic  Conversion  Event").  A "Change  in  Control"  means a
consolidation or merger of the Company with or into another company or entity in
which  the  Company  is  not  the  surviving  entity  or  the  sale  of  all  or
substantially  all of the assets of the Company to another company or entity not
controlled by the then existing  stockholders of the Company in a transaction or
series of transactions. The Company shall not be obligated to issue certificates
evidencing the Conversion  Shares unless  certificates  evidencing the shares of
Series A Preferred Stock so converted are either delivered to the Company or its
transfer  agent or the holder  notifies  the  Company or its  transfer  agent in
writing that such certificates have been lost, stolen, or destroyed and executes
an agreement  satisfactory to the Company to indemnify the Company from any loss
incurred by it in  connection  therewith.  Upon the  conversion  of the Series A


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

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Preferred  Stock  pursuant to this Section  6(b)(i),  the Company shall promptly
send written notice thereof, by hand delivery or by overnight  delivery,  to the
holder of record of all of the  Series A  Preferred  Stock at its  address  then
shown on the records of the Company,  which notice shall state that certificates
evidencing  shares of Series A Preferred Stock must be surrendered at the office
of the Company (or of its transfer agent for the Common Stock, if applicable).

                  c)  Beneficial  Ownership  Limitation.  Except as  provided in
Section 6(b) above,  the Company shall not effect any conversion of the Series A
Preferred  Stock, and the Holder shall not have the right to convert any portion
of the Series A Preferred  Stock to the extent that after giving  effect to such
conversion, the Holder (together with the Holder's affiliates),  as set forth on
the applicable Notice of Conversion, would beneficially own in excess of 4.9% of
the number of shares of the Common Stock  outstanding  immediately  after giving
effect to such conversion. For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by the Holder and its affiliates shall
include the number of shares of Common Stock  issuable  upon  conversion  of the
Series A  Preferred  Stock  with  respect  to which  the  determination  of such
sentence is being made,  but shall  exclude the number of shares of Common Stock
which would be  issuable  upon (A)  conversion  of the  remaining,  nonconverted
shares of Series A Preferred  Stock  beneficially  owned by the Holder or any of
its  affiliates,  so long as such  shares  of Series A  Preferred  Stock are not
convertible within sixty (60) days from the date of such determination,  and (B)
exercise or conversion of the unexercised or  nonconverted  portion of any other
securities of the Company  (including  the Warrants)  subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its affiliates,  so long as such other  securities
of the Company are not exercisable  nor convertible  within sixty (60) days from
the  date  of  such  determination.  For  purposes  of  this  Section  6(c),  in
determining  the number of  outstanding  shares of Common Stock,  the Holder may
rely on the number of  outstanding  shares of Common  Stock as  reflected in the
most recent of the following:  (A) the Company's most recent quarterly  reports,
Form 10-Q, Form 10-QSB,  Annual Reports,  Form 10-K, or Form 10-KSB, as the case
may be, as filed with the  Commission  under the  Exchange Act (B) a more recent
public  announcement  by the  Company  or (C) any  other  written  notice by the
Company or the  Company's  transfer  agent setting forth the number of shares of
Common Stock  outstanding.  Upon the written or oral request of the Holder,  the
Company  shall within two (2) Trading Days confirm  orally and in writing to the
Holder the number of shares of Common Stock then  outstanding.  In any case, the
number of  outstanding  shares of Common Stock shall be determined  after giving
effect to the conversion or exercise of securities of the Company, including the
Series A Preferred  Stock, by the Holder or its affiliates  since the date as of
which such number of outstanding shares of Common Stock was publicly reported by
the Company. This Section 6(c) may be waived or amended only with the consent of
the  Holders  of all of the  Series A  Preferred  Stock and the  consent  of the


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

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holders of a majority of the shares of  outstanding  Common Stock of the Company
who are not Affiliates.  For the purpose of the immediately  preceding sentence,
the term  "Affiliate"  shall mean any person:  (a) that directly or  indirectly,
through one or more  intermediaries  controls,  or is controlled by, or is under
common control with the Company,  or (b) who beneficially owns (i) any shares of
Series A Preferred Stock, or (ii) the Company's Common Stock Purchase Warrant(s)
dated October 1, 2007. For purposes of this Section 6(c),  beneficial  ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act.

                  d) Mechanics of Conversion

                           i. Delivery of Certificate Upon Conversion. Except as
otherwise  set forth  herein,  not later  than  three  Trading  Days  after each
Conversion  Date (the "Share Delivery  Date"),  the Company shall deliver to the
Holder (A) a certificate or certificates  which, after the Effective Date, shall
be free of  restrictive  legends  and  trading  restrictions  (other  than those
required by the Purchase Agreement)  representing the number of shares of Common
Stock being acquired upon the conversion of shares of Series A Preferred  Stock,
and (B) a bank  check in the  amount of accrued  and  unpaid  dividends  (if the
Company has elected or is required to pay accrued dividends in cash).  After the
Effective  Date,  the Company  shall,  upon  request of the Holder,  deliver any
certificate or  certificates  required to be delivered by the Company under this
Section   electronically   through  the  Depository  Trust  Company  or  another
established clearing Company performing similar functions. If in the case of any
Notice of Conversion such certificate or certificates are not delivered to or as
directed by the applicable  Holder by the third Trading Day after the Conversion
Date,  the Holder shall be entitled to elect by written notice to the Company at
any  time  on  or  before  its  receipt  of  such  certificate  or  certificates
thereafter,  to  rescind  such  conversion,  in which  event the  Company  shall
immediately  return  the  certificates  representing  the  shares  of  Series  A
Preferred Stock tendered for conversion.

                           ii. Obligation Absolute;  Partial Liquidated Damages.
The  Company's  obligations  to issue and  deliver  the  Conversion  Shares upon
conversion of Series A Preferred  Stock in accordance  with the terms hereof are
absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof,
the  recovery  of any  judgment  against any Person or any action to enforce the
same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged  breach by the Holder or any other Person of any obligation to
the Company or any  violation  or alleged  violation of law by the Holder or any
other person,  and irrespective of any other  circumstance which might otherwise
limit  such  obligation  of the  Company to the  Holder in  connection  with the
issuance of such Conversion Shares. In the event a Holder shall elect to convert
any or  all of its  Series  A  Preferred  Stock,  the  Company  may  not  refuse
conversion  based  on any  claim  that  such  Holder  or any one  associated  or
affiliated  with  the  Holder  of has  been  engaged  in any  violation  of law,
agreement  or for any other  reason,  unless,  an  injunction  from a court,  on
notice,  restraining and or enjoining conversion of all or part of this Series A
Preferred  Stock shall have been  sought and  obtained  and the Company  posts a
surety  bond  for  the  benefit  of the  Holder  in the  amount  of  150% of the
Conversion  Value of Series A Preferred Stock  outstanding,  which is subject to
the  injunction,  which  bond shall  remain in effect  until the  completion  of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to  such  Holder  to the  extent  it  obtains  judgment.  In the  absence  of an
injunction precluding the same, the Company shall issue Conversion Shares or, if
applicable,  cash, upon a properly noticed  conversion.  If the Company fails to
deliver to the Holder  such  certificate  or  certificates  pursuant  to Section
6(d)(i)  within five (5) Trading Days of the Share  Delivery Date  applicable to
such  conversion,  the Company shall pay to such Holder,  in cash, as liquidated
damages and not as a penalty, for each $5,000 of Conversion Value of Series A


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Preferred  Stock being  converted,  $200 per Trading Day (increasing to $400 per
Trading Day after seven (7) Trading Days and  increasing to $800 per Trading Day
ten (10) Trading  Days after such damages  begin to accrue) for each Trading Day
after the Share Delivery Date until such  certificates  are  delivered.  Nothing
herein shall limit a Holder's  right to pursue actual  damages for the Company's
failure  to  deliver  certificates  representing  shares  of Common  Stock  upon
conversion  within the period  specified  herein and such Holder  shall have the
right to pursue all  remedies  available  to it  hereunder,  at law or in equity
including,   without  limitation,   a  decree  of  specific  performance  and/or
injunctive relief.

                           iii.  Compensation  for  Buy-In on  Failure to Timely
Deliver  Certificates  Upon  Conversion.  If the Company fails to deliver to the
Holder such  certificate or certificates  pursuant to Section 6(d)(i) by a Share
Delivery Date, and if after such Share Delivery Date the Holder purchases (in an
open market transaction or otherwise) Common Stock to deliver in satisfaction of
a sale by such Holder of the Conversion  Shares which the Holder was entitled to
receive upon the  conversion  relating to such Share Delivery Date (a "Buy-In"),
then the  Company  shall pay in cash to the  Holder  the amount by which (x) the
Holder's total purchase price (including brokerage commissions,  if any) for the
Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common  Stock  that such  Holder  was  entitled  to  receive  from the
conversion  at issue  multiplied by (2) the price at which the sell order giving
rise to such  purchase  obligation  was  executed.  For  example,  if the Holder
purchases  Common  Stock  having a total  purchase  price of  $11,000 to cover a
Buy-In with respect to an attempted  conversion  of shares of Series A Preferred
Stock  with  respect  to which the  aggregate  sale  price  giving  rise to such
purchase  obligation is $10,000,  under clause (A) of the immediately  preceding
sentence  the Company  shall be required  to pay the Holder  $1,000.  The Holder
shall provide the Company  written notice  indicating the amounts payable to the
Holder in respect of the Buy-In,  together  with  applicable  confirmations  and
other evidence reasonably requested by the Company. Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive  relief  with  respect to the  Company's  failure  to timely  deliver
certificates  representing  shares of Common Stock upon conversion of the shares
of Series A Preferred Stock as required pursuant to the terms hereof.

                           iv.  Reservation of Shares Issuable Upon  Conversion.
The Company  covenants  that it will at all times reserve and keep available out
of its authorized and unissued  shares of Common Stock solely for the purpose of
issuance  upon  conversion  of the  Series A  Preferred  Stock,  each as  herein
provided,  free from preemptive rights or any other actual  contingent  purchase
rights of persons other than the Holders, not less than such number of shares of
the Common Stock as shall (subject to any additional requirements of the Company
as to  reservation  of such  shares  set  forth in the  Purchase  Agreement)  be
issuable  (taking into account the  adjustments  and  restrictions of Section 7)
upon the conversion of all outstanding  shares of Series A Preferred  Stock. The
Company  covenants  that all shares of Common  Stock  that shall be so  issuable
shall,  upon  issue,  be duly and  validly  authorized,  issued and fully  paid,
nonassessable  and, if the  Conversion  Shares  Registration  Statement  is then
effective  under the  Securities  Act,  registered for public sale in accordance
with such Conversion Shares  Registration  Statement.Fractional  Shares.  Upon a
conversion  hereunder,  the  Company  shall  not  be  required  to  issue  stock
certificates representing fractions of shares of the Common Stock.


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                           v. Transfer Taxes.  The issuance of certificates  for
shares of the Common Stock on conversion  of the Series A Preferred  Stock shall
be made  without  charge to the  Holders  thereof for any  documentary  stamp or
similar  taxes that may be payable in respect of the issue or  delivery  of such
certificate, provided that the Company shall not be required to pay any tax that
may be payable in respect of any transfer  involved in the issuance and delivery
of any such  certificate upon conversion in a name other than that of the Holder
of such shares of Series A Preferred  Stock so converted  and the Company  shall
not be required to issue or deliver such certificates unless or until the person
or persons  requesting  the issuance  thereof shall have paid to the Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

         Section 7. Certain Adjustments.

                  a) Stock  Dividends and Stock Splits.  If the Company,  at any
time while the Series A Preferred  Stock is  outstanding:  (A) shall pay a stock
dividend or otherwise  make a  distribution  or  distributions  on shares of its
Common  Stock or any other  equity or equity  equivalent  securities  payable in
shares of Common Stock  (which,  for  avoidance of doubt,  shall not include any
shares of Common Stock issued by the Company pursuant to this Series A Preferred
Stock), (B) subdivide outstanding shares of Common Stock into a larger number of
shares, (C) combine (including by way of reverse stock split) outstanding shares
of  Common   Stock  into  a  smaller   number  of   shares,   or  (D)  issue  by
reclassification  of shares of the Common  Stock any shares of capital  stock of
the Company,  then the  Conversion  Value shall be  multiplied  by a fraction of
which the  numerator  shall be the number of shares of Common  Stock  (excluding
treasury  shares,  if any)  outstanding  before  such  event  and of  which  the
denominator shall be the number of shares of Common Stock outstanding after such
event.  Any  adjustment  made  pursuant to this Section  shall become  effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision,  combination  or
re-classification.

                  b) Subsequent  Equity  Sales.  From the date hereof until five
years from the date of closing,  the Company shall be prohibited  from effecting
or entering  into an agreement to effect any  Subsequent  Financing  involving a
"Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The
term "Variable Rate  Transaction"  shall mean a transaction in which the Company
issues or sells (i) any debt or equity  securities  that are  convertible  into,
exchangeable  or  exercisable  for, or include  the right to receive  additional
shares of Common Stock either (A) at a conversion,  exercise or exchange rate or
other  price that is based upon  and/or  varies  with the  trading  prices of or
quotations for the shares of Common Stock at any time after the initial issuance
of such  debt or  equity  securities,  or (B)  with a  conversion,  exercise  or
exchange  price  that is subject to being  reset at some  future  date after the


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 10 OF 17

<PAGE>


initial  issuance  of such debt or equity  security  or upon the  occurrence  of
specified or contingent events directly or indirectly related to the business of
the Company or the market for the Common  Stock  exclusive in all cases of stock
splits,  stock dividends,  recapitalization  and other similar rights.  The term
"MFN Transaction"  shall mean a transaction in which the Company issues or sells
any  securities  in  a  capital   raising   transaction  or  series  of  related
transactions  which grants to an investor the right to receive additional shares
based upon future transactions of the Company on terms more favorable than those
granted to such investor in such  offering.  Any Purchaser  shall be entitled to
obtain  injunctive  relief  against the Company to preclude  any such  issuance,
which   remedy   shall  be  in  addition  to  any  right  to  collect   damages.
Notwithstanding  the foregoing,  this Section 7(b) shall not apply in respect of
an Exempt Issuance,  except that no Variable Rate Transaction or MFN Transaction
shall be an Exempt Issuance.

                  c) Subsequent Rights Offerings. The Company, at any time while
the Series A Preferred Stock is outstanding,  shall not issue rights, options or
warrants to holders of Common Stock  entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the Conversion Value.

                  d) Price  Adjustment.  From the date hereof until such time as
no Purchaser holds any of the Securities, the If, within the 24 months following
the Closing Date, the Company  closes on the sale of a note or notes,  shares of
Common Stock,  or shares of any class of Preferred Stock at a price per share of
Common Stock, or with a conversion  right to acquire Common Stock at a price per
share of Common Stock,  that is less than the  Conversion  Price (as adjusted to
the capitalization per share as of the Closing Date, following any stock splits,
stock dividends, or the like) (collectively, the "Subsequent Conversion Price"),
the Company shall make a post-Closing adjustment in the Conversion Price so that
the  effective  price  per  share  paid by the  Investor  is  reduced  to  being
equivalent  to such lower  conversion  price after taking into account any prior
conversions of the Preferred Stock and/or exercises of the Warrant.

                  e) Price  Adjustment Based on Earnings Per Share. In the event
the Company earns between  $0.154 and $0.077 (50% Decline) per share (where such
earnings  in this  paragraph  shall  always be defined as  earnings on a pre tax
fully  diluted  basis  (including  dilution  from  any  options,   warrants  and
convertible  securities)  as reported for the audited fiscal year ended December
31, 2008 from continuing  operations  before any non-cash items the then current
Conversion Price to the Investor at the time the audited numbers are reported to
the SEC shall be  decrease  proportionately  by 0% if the pre tax  earnings  are
$0.154 per share or greater  and by 50% if the pre tax  earnings  are $0.077 per
share (50%  decrease).  For example if the earnings are $0.123 per share or less
(20% Decline) then the then current  Conversion  Price to the investor  shall be
reduced by 20%. Such adjustment shall be made automatically within five business
days of the audited numbers being reported to the SEC.

                  f) Company  Put Right.  The Company has the right to force the
Investor,  and the Investor has the right, to purchase an additional $250,000 in
Preferred  Stock  convertible  the  Company at $0.48 per share on October  25th,


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 11 OF 17

<PAGE>


2007. The Preferred Stock will have the same rights, covenants and warranties as
the initial  Preferred  Stock.  Should the Investor not remit the $250,000 on or
before  October 25, 2007,  the Investor  shall  receive a ten (10)  business day
grace  period.  If by such time,  the Investor has not remitted the funds to the
Company,  any and all Warrants issued or to be issued to the Investor under this
Agreement shall immediately  terminate and be of no force and affect. The shares
issuable  upon  conversion  of the  Preferred  Stock are to be  included  in the
registration  statement to be filed per the  Registration  Rights  Agreement and
have the same rights and warranties per the Registration Rights Agreement.

                  g) Pro Rata  Distributions.  If the Company, at any time while
Series A Preferred  Stock is  outstanding,  shall  distribute  to all holders of
Common  Stock (and not to Holders)  evidences of its  indebtedness  or assets or
rights or warrants to subscribe for or purchase any security,  then in each such
case the  Conversion  Value shall be determined by multiplying  such  Conversion
Value 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
Stock as determined by the Board of Directors in good faith.  In either case the
adjustments  shall be  described  in a statement  provided to the Holders 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.

                  h) Calculations.  All calculations  under this Section 7 shall
be made to the nearest cent or the nearest  1/100th of a share,  as the case may
be. The number of shares of Common Stock outstanding at any given time shall not
include  shares  owned or held by or for the  account  of the  Company,  and the
description  of any such shares of Common Stock shall be  considered on issue or
sale of Common  Stock.  For  purposes of this Section 7, the number of shares of
Common Stock deemed to be issued and outstanding as of a given date shall be the
sum of the number of shares of Common Stock (excluding  treasury shares, if any)
actually issued and outstanding.

                  i) Notice to Holders.

                           i.  Adjustment  to  Conversion  Price.  Whenever  the
Conversion  Value is  adjusted  pursuant  to any of this  Section 7, the Company
shall promptly mail to each Holder a notice  setting forth the Conversion  Value
after such adjustment and setting forth a brief statement of the facts requiring
such  adjustment.  If the Company issues a variable rate  security,  despite the
prohibition  thereon in the Purchase  Agreement,  the Company shall be deemed to
have issued  Common Stock or Common  Stock  Equivalents  at the lowest  possible
conversion  or  exercise  price at which such  securities  may be  converted  or
exercised in the case of a Variable Rate Transaction (as defined in the Purchase
Agreement),  or the  lowest  possible  adjustment  price  in the  case of an MFN
Transaction (as defined in the Purchase Agreement).


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 12 OF 17

<PAGE>


                           ii. Notices of Other Events. If (A) the Company shall
declare a dividend  (or any other  distribution)  on the Common  Stock;  (B) the
Company shall  declare a redemption  of the Common Stock;  (C) the Company shall
authorize  the granting to all holders of the Common Stock rights or warrants to
subscribe  for or  purchase  any shares of capital  stock of any class or of any
rights; (D) the approval of any stockholders of the Company shall be required in
connection  with any  reclassification  of the Common  Stock or any  Fundamental
Transaction,  (E) the Company  shall  authorize  the  voluntary  or  involuntary
dissolution,  liquidation  or winding up of the affairs of the Company;  then in
each  case,  the  Company  shall  cause  to be filed at each  office  or  agency
maintained  for the purpose of conversion of the Series A Preferred  Stock,  and
shall  cause to be mailed to the Holders at their last  addresses  as they shall
appear upon the stock books of the Company,  at least 30 calendar  days prior to
the applicable record or effective date hereinafter  specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined or (y) the date on which such  reclassification is expected to become
effective or close,  and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange  their shares of the Common
Stock  for   securities,   cash  or  other   property   deliverable   upon  such
reclassification or Fundamental Transaction;  provided, that the failure to mail
such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice.

                           iii. Exempt Issuance.  Notwithstanding the foregoing,
no  adjustment  will be made  under  this  Section  7 in  respect  of an  Exempt
Issuance.

                           iv.  Fundamental  Transaction.  If, at any time while
this Series A Preferred Stock is outstanding, (A) the Company effects any merger
or  consolidation  of the Company with or into another  Person,  (B) the Company
effects any sale of all or substantially all of its assets in one or a series of
related  transactions,  (C) any tender offer or exchange  offer  (whether by the
Company or another  Person) is  completed  pursuant  to which  holders of Common
Stock are  permitted to tender or exchange  their  shares for other  securities,
cash or property,  or (D) the Company effects any reclassification of the Common
Stock or any  compulsory  share  exchange  pursuant to which the Common Stock is
effectively  converted into or exchanged for other securities,  cash or property
(in any such  case,  a  "Fundamental  Transaction"),  then  upon any  subsequent
conversion of this Series A Preferred  Stock, the Holder shall have the right to
receive,  for each  Conversion  Share that would  have been  issuable  upon such
conversion  absent  such  Fundamental  Transaction,  the same kind and amount of
securities,  cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental  Transaction if it had been, immediately prior to
such  Fundamental  Transaction,  the  holder of one share of Common  Stock  (the
"Alternate   Consideration").   For  purposes  of  any  such   conversion,   the
determination of the Conversion  Price shall be appropriately  adjusted to apply


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 13 OF 17

<PAGE>


to such Alternate  Consideration based on the amount of Alternate  Consideration
issuable  in  respect  of  one  share  of  Common  Stock  in  such   Fundamental
Transaction,  and the Company  shall  apportion the  Conversion  Price among the
Alternate  Consideration in a reasonable manner reflecting the relative value of
any different  components of the Alternate  Consideration.  If holders of Common
Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction,  then the Holder shall be given the same choice as
to the Alternate  Consideration it receives upon any conversion of this Series A
Preferred Stock following such Fundamental Transaction.  To the extent necessary
to  effectuate  the  foregoing  provisions,  any  successor  to the  Company  or
surviving entity in such Fundamental Transaction shall file a new Certificate of
Designations  with the same  terms and  conditions  and issue to the  Holder new
preferred  stock  consistent  with the foregoing  provisions  and evidencing the
Holder's right to convert such preferred stock into Alternate Consideration. The
terms of any agreement  pursuant to which a Fundamental  Transaction is effected
shall include terms  requiring any such successor or surviving  entity to comply
with the  provisions of this  paragraph  (f)(iv) and insuring that this Series A
Preferred Stock (or any such  replacement  security) will be similarly  adjusted
upon any subsequent transaction analogous to a Fundamental Transaction.

         Section 8. Miscellaneous.

                  a)  Notices.  Any and all notices or other  communications  or
deliveries  to  be  provided  by  the  Holders  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  Company,  at the address  provided in the  Purchase
Agreement,  facsimile  number (212)  671-1403,  Attn: c/o T Squared Capital LLC,
1325 Sixth Avenue,  Floor 28, New York, New York 10019 Attn:  Thomas M. Sauve or
such other  address or  facsimile  number as the  Company  may  specify for such
purposes by notice to the Holders delivered in accordance with this Section. Any
and all  notices or other  communications  or  deliveries  to be provided by the
Company  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 appearing on
the books of the Company,  or if no such facsimile  telephone  number or address
appears,  at the principal place of business of the Holder.  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.

                  b) Absolute  Obligation.  Except as expressly provided herein,
no  provision  of this  Certificate  of  Designation  shall  alter or impair the
obligation  of the  Company,  which is absolute  and  unconditional,  to pay the
liquidated  damages (if any) on, the shares of Series A  Preferred  Stock at the
time, place, and rate, and in the coin or currency, herein prescribed.


                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 14 OF 17

<PAGE>


                  c)  Lost  or  Mutilated  Preferred  Stock  Certificate.  If  a
Holder's Series A Preferred Stock certificate  shall be mutilated,  lost, stolen
or  destroyed,   the  Company  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  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 ownership thereof, and indemnity, if
requested, all reasonably satisfactory to the Company.

                  d) 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.

                  e) Headings. The headings contained herein are for convenience
only, do not constitute a part of this Certificate of Designations and shall not
be deemed to limit or affect any of the provisions hereof.

                  RESOLVED, FURTHER, that the Chairman, the president or any
vice-president, and the secretary or any assistant secretary, of the Company 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 Delaware law.





                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 15 OF 17

<PAGE>





         IN WITNESS WHEREOF, the undersigned have executed this Certificate this
4th day of October, 2007.







Name:  Giuseppe Pino Baldassarre
     ----------------------------------

Title: CEO - Logica Holdings Inc







Name:  Enzo Taddei
     ----------------------------------



Title: CFO - Logica Holdings Inc






                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 16 OF 17

<PAGE>


                                     ANNEX A

                              NOTICE OF CONVERSION

       (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 $0.015 per share (the "Common Stock"), of Logica Holdings, Inc, a Nevada
Company (the "Company"), 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 Company 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 Common Stock owned prior to Conversion:______________

       Number of shares of Series A Preferred Stock to be Converted:____________

       Value of shares of Series A Preferred Stock to be Converted:_____________

       Number of shares of Common Stock to be Issued:___________________________

       Certificate Number of Series A Preferred Stock attached hereto:__________

       Number of Shares of Series A Preferred Stock represented by attached
       certificate:______________

       Number of shares of Series A Preferred Stock subsequent to Conversion:
      ________________

                                    [HOLDER]

                                                     By:________________________
                                                     Name:______________________
                                                     Title:_____________________



                 LOGICA HOLDINGS INC CERTIFICATE OF DESIGNATION

                                  PAGE 17 OF 17