[EXHIBIT 10.5]

  BOARD RESOLUTION ESTABLISHING AND APPROVING THE DESIGNATION,
PREFERENCES AND RIGHTS OF SERIES 1 CONVERTIBLE PREFERENCE SHARES
                               OF
                SIX DIAMOND RESORTS INTERNATIONAL



A meeting of the Board of Directors of Six Diamond Resorts
International (the "Company") held on the 1st day of August, 2007
                    -------

PRESENT:  Joseph Rozelle, President and Chairman  of the Company.
          David Richardson, Director of the Company

By agreement Joe Rozelle acted as Chairman of the meeting and
David Richardson acted as Secretary.

Notice of Quorum

The Chairman noted that due notice of the meeting had been given
that all directors were present in person and/or by phone that
the meeting could proceed to business.

     That pursuant to the authority conferred, granted and vested
upon  the  Board  of  Directors by  the  Members  &  Articles  of
Association  of Six Diamond Resorts International (the  "Articles
                                                         --------
of Association"), and in accordance with the Companies Law of the
--------------
Cayman  Islands (2004 Revision), the said Board of Directors,  as
of  August  1 2007 adopted the following resolutions  creating  a
series  of  Twenty-Five Million (25,000,000) shares of Preference
Shares,  designated as "Series 1 Convertible Preference  Shares,"
none of which shares have been issued;

     RESOLVED,  that the Company is authorized to  issue  Twenty-
five  million  (25,000,000) shares of its  Series  1  Convertible
Preference Shares (the "Series 1 Preference Shares"),  par  value
                        --------------------------
$0.000320375   per   share,  which   shall   have   the   powers,
designations,  preferences and other  special  rights  set  forth
below.  The  term  "Preference Shares" shall mean  the  Series  1
                    -----------------
Convertible Preference Shares.

     (1)  Voting Rights.  Except as otherwise provided herein, in the
          -------------
Articles of Association or as required by law, the holders of the
Preference   Shares  (each  a  "Holder"  and   collectively   the
                                ------
"Holders") and the holders of the Company's Ordinary Shares,  par
 -------
value  $0.00320375 per share (the "Ordinary Shares")  shall  vote
                                   ---------------
together as a single class with each Preference Share having  the
number  of  votes equal to the largest whole number  of  Ordinary
Shares  into  which such Preference Share could be converted,  at
the  record  date  for  the  determination  of  the  stockholders
entitled  to vote on such matters or, if no such record  date  is
established, at the date such vote is taken.


<PAGE>



     (2)  Stated Value.  Each Series 1 Preference Share shall have a
          ------------
"Stated  Value"  equal  to  One Dollar  and  Seventy  Five  Cents
 -------------
($1.75).

     (3)  Conversion of Preference Shares. Preference Shares shall be
convertible into Ordinary Shares on the terms and conditions  set
forth in this Section 3.  The term "Conversion Shares" shall mean
              ---------             -----------------
the  Ordinary  Shares issuable upon conversion of  the  Series  1
Preference Shares.  The Company shall not issue any fraction of a
Ordinary   Share  upon  any  conversion.   All  Ordinary   Shares
(including  fractions thereof) issuable upon conversion  of  more
than  one  Preference Share by a Holder shall be  aggregated  for
purposes  of determining whether the conversion would  result  in
the  issuance  of a fraction of a Ordinary Share. If,  after  the
aforementioned  aggregation, the issuance  would  result  in  the
issuance of a fraction of a Ordinary Share, the Company shall, in
lieu  of  issuing such fractional share, issue one whole Ordinary
Share  to the Holder thereof. The Company shall pay any  and  all
taxes  that  may  be  payable with respect to  the  issuance  and
delivery of Ordinary Shares upon conversion of Preference  Shares
unless  such  taxes result from the issuance of  Ordinary  Shares
upon conversion to a person other than the Holder.

          (a)  Optional Conversion.  With respect to each Series 1
               -------------------
Preference  Share, at any time or times on or after the  date  of
issuance  of such Series 1 Preference Shares (such date for  each
Series  1  Preference  Share  hereinafter  referred  to  as   the
"Original  Issuance  Date"),  any Holder  shall  be  entitled  to
 ------------------------
convert  all  or a portion of such Holder's Series  1  Preference
Shares  into fully paid and non-assessable Ordinary Shares  (each
an  "Optional Conversion"), in accordance with this Section 3(a),
     -------------------                            -------------
Section 3(c) and Section 3(d).
-----------------------------

          (b)  Mandatory Conversion.  The Series 1 Preference Shares
               --------------------
shall automatically convert  into Ordinary Shares (the "Mandatory
Conversion"), in accordance with this Section 3(b), Section  3(c)
                                      ------------  -------------
and Section 3(d), on December 31, 2010 (the "Mandatory Conversion
    ------------                             --------------------
Date").
----
          (c)  Conversion Price.  Subject to anti-dilution adjustment
               ----------------
as provided in Section 3(e), upon an Optional Conversion pursuant to
               ------------
Section 3(a) or a Mandatory Conversion pursuant to Section  3(b),
------------                                       -------------
the  conversion price (the "Conversion Price") of each  Series  1
                            ----------------
Preference Share shall equal $1.75. Upon a conversion pursuant to
Section 3(a) or Section 3(b), all accrued and unpaid dividends on
------------    ------------
the  Series  1  Preference Shares through the date of  conversion
shall  be paid in additional Ordinary Shares as if such dividends
had  been paid in additional shares of Series 1 Preference Shares
rounded  up  to  the nearest whole number, and then automatically
converted into additional Ordinary Shares in accordance with  and
pursuant  to the terms set forth herein. Each Series 1 Preference
Share will convert into that number of Ordinary Shares determined
by dividing the Stated Value by the Conversion Price, as adjusted
at the time of conversion.

          (d)  Mechanics of Conversion.
               -----------------------

      (i)  To convert Series 1 Preference Shares into Conversion Shares
   pursuant to Section 3(a) on any date, the Holder thereof shall
               ------------
   (i) transmit by facsimile (or otherwise deliver), for receipt on
   or prior to 11:59 p.m. Eastern Time on such date, a copy of an
   executed notice of conversion (the "Optional Conversion Notice")
                                       --------------------------


                                  2
<PAGE>


   to  the  Company, and (ii) surrender to a common  carrier  for
   delivery to the Company within three (3) business days of such
   date the Preference Shares Certificates (as hereinafter defined)
   representing the Series 1 Preference Shares being converted (or
   an indemnification undertaking with respect to such shares in the
   case of their loss, theft or destruction).  The term "Preference
                                                         ----------
   Shares  Certificates"  shall mean  the  original  certificates
   --------------------
   representing the Series 1 Preference Shares.

      (ii) Preference Shares converted pursuant to Section 3(b) shall
                                                   ------------
   be  deemed to be converted as of the Mandatory Conversion Date
   notwithstanding  the  date  on  which  the  Preference  Shares
   Certificates representing the Preference Shares being converted
   (or an indemnification undertaking with respect to such shares in
   the case of their loss, theft or destruction), are submitted to
   the  Company  in  connection with such  conversion,  and  such
   Preference Shares Certificates shall be deemed to represent the
   right to receive Conversion Shares.  To receive Conversion Shares
   subsequent  to a Mandatory Conversion, each Holder  shall  (i)
   transmit  by  facsimile (or otherwise deliver) a  copy  of  an
   executed notice of conversion (the "Mandatory Conversion Notice")
                                       ---------------------------
   to  the  Company, and (ii) surrender to a common  carrier  for
   delivery to the Company within three (3) business days of such
   facsimile  transmission or delivery such  Holder's  Preference
   Shares Certificates.

      (iii)  On or before the third (3rd) Business Day following the
   date  of  receipt  of a fully executed and completed  Optional
   Conversion  Notice  or  Mandatory Conversion  Notice  (each  a
   "Conversion Notice"), the Company shall (x) issue and deliver to
    -----------------
   the address as specified in the Conversion Notice, a certificate,
   registered in the name of the Holder or its designee, for  the
   number of Ordinary Shares to which the Holder shall be entitled,
   or (y) provided that the Conversion Shares have been registered
   under the Securities Act, upon the request of a Holder, credit
   such  aggregate number of Ordinary Shares to which the  Holder
   shall  be entitled to such Holder's or its designee's  balance
   account  with the Depository Trust Company through its Deposit
   Withdrawal Agent Commission system. If the number of Preference
   Shares  represented  by  the Preference Shares  Certificate(s)
   submitted for conversion pursuant to Section 3(d)(i) is greater
                                        ---------------
   than the number of Preference Shares being converted, then the
   Company shall, as soon as practicable and in no event later than
   three (3) business days after receipt of the Preference Shares
   Certificate(s) and at its own expense, issue and deliver to the
   Holder thereof a new preference shares certificate representing
   the  number of Preference Shares not converted. The person  or
   persons entitled to receive the Ordinary Shares issuable upon a
   conversion of Preference Shares shall be treated for all purposes
   as the record holder or holders of such Ordinary Shares on the
   applicable conversion date.

          (e)  Anti-Dilution Provisions. The Conversion Price in effect
   at any  time  and  the number and kind of securities  issuable  upon
   conversion   of  the  Preference  Shares  shall  be  subject   to
   adjustment from time to time upon the happening of certain events
   as follows:

      (i)  Adjustment for Stock Splits and Combinations. If the Company
           --------------------------------------------
   at  any  time  or from time to time on or after  the  Original
   Issuance Date effects a subdivision of the outstanding Ordinary
   Shares, the Conversion Price then in effect immediately before
   that  subdivision  shall  be  proportionately  decreased,  and
   conversely, if the Company at any time or from time to time on or
   after  the  Original  Issuance Date combines  the  outstanding


                                  3
<PAGE>


   Ordinary Shares into a smaller number of shares, the Conversion
   Price then in effect immediately before the combination shall be
   proportionately increased.  Any adjustment under this  Section
                                                          -------
   3(e)(i) shall become effective at the close of business on the
   -------
   date the subdivision or combination becomes effective.

                  (ii)  Adjustment  for  Certain  Dividends   and
                        -----------------------------------------
   Distributions.  If the Company at any time  or  from  time  to
   --------------
   time  on or after the Original Issuance Date makes or fixes  a
   record  date  for  the  determination of holders  of  Ordinary
   Shares  entitled  to receive a dividend or other  distribution
   payable  in additional Ordinary Shares, then and in each  such
   event  the  Conversion Price then in effect shall be decreased
   as  of  the time of such issuance or, in the event such record
   date  is  fixed,  as of the close of business on  such  record
   date, by multiplying the Conversion Price then in effect by  a
   fraction  (1)  the numerator of which is the total  number  of
   Ordinary  Shares issued and outstanding immediately  prior  to
   the  time  of such issuance or the close of business  on  such
   record  date  and (2) the denominator of which  shall  be  the
   total   number  of  Ordinary  Shares  issued  and  outstanding
   immediately  prior to the time of such issuance or  the  close
   of  business  on such record date plus the number of  Ordinary
   Shares  issuable in payment of such dividend or  distribution;
   provided, however, that if such record date is fixed and  such
   --------  -------
   dividend  is  not  fully paid or if such distribution  is  not
   fully  made  on the date fixed therefor, the Conversion  Price
   shall  be  recomputed accordingly as of the close of  business
   on  such record date and thereafter the Conversion Price shall
   be  adjusted pursuant to this Section 3(e)(ii) as of the  time
                                 ----------------
   of actual payment of such dividends or distributions.

                  (iii)    Adjustments for Other Dividends  and
                           ------------------------------------
   Distributions. In the event the Company at any  time  or  from
   -------------
   time  to time on or after the Original Issuance Date makes  or
   fixes  a  record  date  for the determination  of  holders  of
   Ordinary  Shares  entitled  to receive  a  dividend  or  other
   distribution payable in securities of the Company  other  than
   Ordinary  Shares, then and in each such event provision  shall
   be  made  so  that  the Holders shall receive upon  conversion
   thereof,  in  addition  to  the  number  of  Ordinary   Shares
   receivable thereupon, the amount of securities of the  Company
   which  they  would  have received had their Preference  Shares
   been  converted into Ordinary Shares on the date of such event
   and  had  they thereafter, during the period from the date  of
   such  event  to  and including the conversion  date,  retained
   such  securities receivable by them as aforesaid  during  such
   period,  subject  to all other adjustments called  for  during
   such  period  under  this Section 3(e)  with  respect  to  the
                             ------------
   rights of the Holders.

                  (iv)  Adjustment for Reclassification, Exchange
                        -----------------------------------------
   and  Substitution. In the event that at any time or from  time
   -----------------
   to   time  on  or  after  the  Original  Issuance  Date,   the
   Conversion  Shares are changed into the same  or  a  different
   number of shares of any class or classes of stock, whether  by
   recapitalization, reclassification or otherwise (other than  a
   subdivision  or combination of shares or stock dividend  or  a
   reorganization,  merger,  consolidation  or  sale  of  assets,
   provided for elsewhere in this Section 3(e)), then and in  any
                                  -------------
   such  event  each  Holder shall have the right  thereafter  to
   convert  such  stock  into the kind and amount  of  stock  and
   other   securities   and   property   receivable   upon   such
   recapitalization,  reclassification  or   other   change,   by
   holders  of  the maximum number of Ordinary Shares into  which
   such  Preference Shares could have been converted  immediately


                                  4
<PAGE>


   prior  to  such recapitalization, reclassification or  change,
   all subject to further adjustment as provided herein.

                  (v)   Reorganizations, Mergers,  Consolidations
                        -----------------------------------------
   or  Sales of Assets. If at any time or from time to time on or
   -------------------
   after   the   Original  Issuance  Date  there  is  a   capital
   reorganization   of  the  Ordinary  Shares   (other   than   a
   recapitalization,  subdivision, combination,  reclassification
   or  exchange of shares provided for elsewhere in this  Section
                                                          -------
   3(e))  or  a  merger or consolidation of the Company  with  or
   -----
   into another Company, or the sale of all or substantially  all
   of  the  Company's properties and assets to any other  person,
   then,  as a part of such reorganization, merger, consolidation
   or  sale,  provision shall be made so that the  Holders  shall
   thereafter  be  entitled  to receive upon  conversion  of  the
   Preference  Shares  the number of shares  of  stock  or  other
   securities  or  property to which a holder of  the  number  of
   Ordinary  Shares deliverable upon conversion would  have  been
   entitled    on    such    capital   reorganization,    merger,
   consolidation,   or  sale.  In  any  such  case,   appropriate
   adjustment  shall be made in the application of the provisions
   of  this  Section  3(e)  with respect to  the  rights  of  the
             -------------
   Holders  after  the reorganization, merger,  consolidation  or
   sale  to  the  end  that the provisions of this  Section  3(e)
                                                    -------------
   (including adjustment of the Conversion Price then  in  effect
   and  the number of shares purchasable upon conversion  of  the
   Preference  Shares) shall be applicable after that  event  and
   be as nearly equivalent as is practicable.

                  (vi) Sale of Shares Below Conversion Price.
                       -------------------------------------

       If,  at  any time or from time to time after the  Original
   Issuance Date, the Company issues or sells, Additional  Shares
   (as   hereinafter  defined)  without  consideration   or   for
   consideration  per  share less than the applicable  Conversion
   Price  in effect on the date of and immediately prior to  such
   issuance  of Additional Shares, then, concurrently  with  such
   issuance  of Additional Shares, the Conversion Price shall  be
   reduced   to   a  price  (calculated  to  the  nearest   cent)
   determined by multiplying (1) the Conversion Price  by  (2)  a
   fraction  of  which  (A) the numerator shall  be  the  sum  of
   (x) the number of Ordinary Shares outstanding at the close  of
   business  on  the day immediately preceding the date  of  such
   issuance  of  Additional  Shares,  plus  (y)  the  number   of
   Ordinary  Shares  which  the aggregate consideration  received
   (or  by  the  express provisions hereof deemed  to  have  been
   received)  by  the Company for the total number of  Additional
   Shares  so  issued  or sold would purchase at  the  Conversion
   Price  then  in effect and (B) the denominator  shall  be  the
   number  of  Ordinary  Shares  outstanding  at  the  close   of
   business  on  the  date  of  such  issuance  or  sale  of  the
   Additional  Shares (after giving effect to  such  issuance  or
   sale).   For the purpose of the calculation described in  this
   Section  3(e)(vi),  the number of Ordinary Shares  outstanding
   -----------------
   shall  include,  in addition to the number of Ordinary  Shares
   actually  outstanding, (A) the number of Ordinary Shares  into
   which  the  then outstanding Series 1 Preference Shares  could
   be  converted  into if fully converted on the day  immediately
   preceding the issuance or sale or deemed issuance or  sale  of
   Additional  Shares;  and  (B) the number  of  Ordinary  Shares
   which would be obtained through the exercise or conversion  of
   all   rights,   options   and   Convertible   Securities   (as
   hereinafter   defined)  outstanding  on  the  day  immediately
   preceding the issuance or sale or deemed issuance or  sale  of
   Additional Shares.

                    (A)  For the purpose of making any adjustment
     required  under  this  Section 3(e)(vi),  the  consideration
                            ----------------


                                  5
<PAGE>


     received  by  the  Company  for  any  issuance  or  sale  of
     securities  shall (A) to the extent it consists of  property
     other  than  cash,  be the fair value of  that  property  as
     determined in good faith by the Company's Board of Directors
     (the  "Board");  and  (B) if Additional Shares,  Convertible
            -----
     Securities (as hereinafter defined) or rights or options  to
     purchase  either Additional Shares or Convertible Securities
     are  issued  or sold together with other stock or securities
     or  other  assets  of the Company for a consideration  which
     covers  both, be the portion of the consideration  allocable
     to  such Additional Shares, Convertible Securities or rights
     or options as determined in good faith by the Board.

                     (B)   For  the  purpose  of  the  adjustment
     required under this Section 3(e)(vi), if the Company  issues
                         ----------------
     or  sells  any rights, warrants or options for the  purchase
     of,   or   stock  or  other  securities  convertible   into,
     Additional  Shares  (such convertible  stock  or  securities
     being  hereinafter referred to as "Convertible  Securities")
                                        -----------------------
     and  if the Effective Price (as defined in Clause (D) below)
     of  such  Additional Shares is less than  the  then  current
     Conversion  Price,  the  Company shall  be  deemed  to  have
     issued,  at the time of the issuance of such rights, options
     or  Convertible Securities, the maximum number of Additional
     Shares  issuable upon exercise or conversion thereof and  to
     have  received as consideration therefor an amount equal  to
     (1)  the total amount of the consideration, if any, received
     by the Company for the issuance of such rights or options or
     Convertible  Securities plus (2) in the case of such  rights
     or  options,  the minimum amount of consideration,  if  any,
     payable  to the Company upon the exercise of such rights  or
     options  or,  in  the  case of Convertible  Securities,  the
     minimum  amount  of consideration, if any,  payable  to  the
     Company upon the conversion thereof.  Thereafter, no further
     adjustment of the Conversion Price shall be made as a result
     of  the actual issuance of Additional Shares on the exercise
     of  any such rights or options or the conversion of any such
     Convertible  Securities, unless the  price  is  subsequently
     again  amended.   If  any  such rights  or  options  or  the
     conversion  privilege  represented by any  such  Convertible
     Securities  shall  expire  or  otherwise  terminate  without
     having been exercised, the Conversion Price shall thereafter
     be  the Conversion Price which would have been in effect had
     an   adjustment  been  made  on  the  basis  that  the  only
     Additional  Shares so issued were the Additional Shares,  if
     any,  actually issued or sold on the exercise of such rights
     or  options  or  rights of conversion  of  such  Convertible
     Securities,  and  were issued or sold for the  consideration
     actually  received  by the Company upon such  exercise  plus
     (1)  the  consideration, if any, actually received  for  the
     granting  of  all  such rights or options,  whether  or  not
     exercised, (2) the consideration, if any, actually  received
     by  issuing  or selling the Convertible Securities  actually
     converted,  and  (3)  the consideration,  if  any,  actually
     received  on  the conversion of such Convertible Securities.
     However,  if  any  such  rights or  options  or  Convertible
     Securities by their terms provide, with the passage of  time
     or  otherwise, for any increase in the consideration payable
     to  the  Company, upon the exercise, conversion or  exchange
     thereof,  the  Conversion Price for the Series 1  Preference
     Shares, and any subsequent adjustments based thereon, shall,
     upon  any  such increase or decrease becoming effective,  be
     recomputed  to reflect such increase or decrease insofar  as
     it  affects such rights, options or the rights of conversion
     or exchange under such Convertible Securities.


                                  6
<PAGE>


                     (C)   For  the  purpose  of  any  adjustment
     required  under  this Section 3(e)(vi), if (a)  the  Company
                           ----------------
     issues  or  sells any rights or options for the purchase  of
     Convertible  Securities and (b) if the Effective  Price  (as
     defined  below)  of  the Additional Shares  underlying  such
     Convertible  Securities is less than  the  Conversion  Price
     then in effect, then in each such event the Company shall be
     deemed  to have issued at the time of the issuance  of  such
     rights  or  options the maximum number of Additional  Shares
     issuable  upon conversion of the total number of Convertible
     Securities covered by such rights or options (as  set  forth
     in  the  legal instruments setting forth the terms  of  such
     Convertible   Securities)   and   to   have   received    as
     consideration for the issuance of such Additional Shares  an
     amount  equal  to  the  amount  of  consideration,  if  any,
     received  for  the issuance of such rights or  options  plus
     (A)  the  minimum amount of consideration, if  any,  payable
     upon  the  exercise of such rights or options  and  (B)  the
     minimum  amount of consideration, if any, payable  upon  the
     conversion of such Convertible Securities, unless the  price
     is  subsequently  amended.   No further  adjustment  of  the
     Conversion  Price shall be made as a result  of  the  actual
     issuance of the Convertible Securities upon the exercise  of
     such  rights  or  options  or upon the  actual  issuance  of
     Additional  Shares upon the conversion of  such  Convertible
     Securities.

                     (D)   "Additional Shares" shall mean, except
                            -----------------
     as  may  be otherwise agreed to by the holders of a majority
     of the Series 1 Preference Shares then outstanding, Ordinary
     Shares  or  options,  warrants or other  rights  to  acquire
     equity  or  debt securities convertible into or exchangeable
     for  Ordinary Shares, including, but not limited to,  shares
     held  in the Company's treasury, and Ordinary Shares  issued
     upon  the  exercise of any options, rights  or  warrants  to
     subscribe  for  Ordinary Shares and Ordinary  Shares  issued
     upon  the  direct  or  indirect conversion  or  exchange  of
     securities  for  Ordinary Shares, issued  on  or  after  the
     Original Issuance Date, other than:
                             ----- ----
     *  Ordinary Shares issued pursuant to the securities exchange
        (the "Exchange Transaction") by and between Six Diamond Resorts
              --------------------
        International, S.A., a Panamanian corporation ("SDRI") and the
                                                        ----
        Company;

     *  Ordinary Shares issued upon conversion of the Series 1
        Preference Shares Stock and/or exercise of warrants issued by the
        Company in connection with the private placement (the "Offering")
                                                               --------
        of the Company's units ("Units") pursuant to the Company's
                                 -----
        Confidential Private Placement Memorandum dated August 15, 2007
        (the "Memorandum") used in such Offering (including, but not
              ----------
        limited to, those issued to any investor and/or placement agent
        in the Offering);

     *  Ordinary Shares issued upon exercise of any options,
        warrants, or rights to purchase any securities of the Company or
        upon conversion of an convertible securities of the Company
        issued and outstanding (or reserved for issuance) as of the first
        closing of the Offering; or

     *  Ordinary Shares issuable as dividends and/or interest payments;


                                  7
<PAGE>


            The "Effective Price" of Additional Shares shall mean
                 ---------------
the  quotient obtained by dividing the total number of Additional
Shares  issued  or sold, or deemed to have been issued  or  sold,
under  this Section 3 into the aggregate consideration  received,
or deemed to have been received for such Additional Shares.

             (v)     No Adjustments in Certain Circumstances.  No
                     ---------------------------------------
adjustment in the Conversion Price shall be required unless  such
adjustment would require an increase or decrease of at least  one
($0.01)   cent  in  such  price;  provided,  however,  that   any
                                  --------   -------
adjustments  which  by reason of this Section 3(e)(vii)  are  not
                                      -----------------
required  to  be  made shall be carried forward  and  taken  into
account  in  any  subsequent  adjustment  required  to  be   made
hereunder. All calculations under this Section 3(e)(vii) shall be
                                       -----------------
made  to  the nearest cent or to the nearest one-hundredth  of  a
share, as the case may be.

     (f)   No  Impairment. The Company will not, by amendment  of
           --------------
its  Articles  of  Association  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 this Section 3 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 Preference Shares against
impairment.

     (g)   Certificate as to Adjustments. Upon the occurrence  of
           -----------------------------
each  adjustment or readjustment of the Conversion Price pursuant
to  this  Section  3, the Company at its expense  shall  promptly
          ----------
compute  such adjustment or readjustment in accordance  with  the
terms  hereof and furnish to each Holder of Preference  Shares  a
certificate  setting  forth such adjustment or  readjustment  and
showing  in  detail  the  facts upon  which  such  adjustment  or
readjustment  is  based.  The Company  shall,  upon  the  written
request  at  any  time  of any Holder, furnish  or  cause  to  be
furnished  to  such Holder a like certificate setting  forth  (i)
such adjustments and readjustments, (ii) Conversion Price at  the
time  in effect, and (iii) the number of Ordinary Shares and  the
amount,  if  any, of other property which at the  time  would  be
received upon the conversion of the Preference Shares.

     (h)  Status of Converted Preference Shares. In the event any
          -------------------------------------
Preference  Shares  shall  be converted  pursuant  to  Section  3
                                                       ----------
hereof,  the shares so converted shall be canceled and shall  not
be reissued as Preference Shares.

     (4)  Assumption and Provision Upon Organic Change. Prior  to
          --------------------------------------------
the  consummation of any Organic Change (as defined  below),  the
Company  shall make appropriate provision to ensure that each  of
the Holders will thereafter have the right to acquire and receive
in  lieu  of or in addition to (as the case may be) the  Ordinary
Shares immediately theretofore acquirable and receivable upon the
conversion  of  such Holder's Preference Shares  such  shares  of
stock,  securities  or  assets that would  have  been  issued  or
payable in such Organic Change with respect to or in exchange for
the  number  of Ordinary Shares which would have been  acquirable
and  receivable  upon the conversion of such Holder's  Preference
Shares  into  Ordinary Shares immediately prior to  such  Organic
Change.  The following shall constitute an "Organic Change:"  any
                                            --------------
recapitalization, reorganization, reclassification, consolidation


                                  8
<PAGE>


or  merger,  sale  of all or substantially all of  the  Company's
assets  to another person or other transaction which is  effected
in  such  a  way that holders of Ordinary Shares are entitled  to
receive  (either directly or upon subsequent liquidation)  stock,
securities or assets with respect to or in exchange for  Ordinary
Shares.

     (5)  Reservation of Authorized Shares. The Company shall, so
long  as  any of the Preference Shares are outstanding, take  all
action  necessary  to  reserve and  keep  available  out  of  its
authorized  and unissued Ordinary Shares, solely for the  purpose
of  effecting  the conversion of the Preference Shares,  100%  of
such  number  of Ordinary Shares as shall from time  to  time  be
sufficient  to  effect the conversion of all  of  the  Preference
Shares then outstanding.

     (6)  Liquidation, Dissolution, Winding-Up.

          (a)     Series 1 Preference Shares.  Holders  shall  be
                  --------------------------
entitled  to  receive  out of the assets of the  Company  legally
available  for distribution therefrom (the "Liquidation  Funds"),
                                            ------------------
before  any  amount shall be paid to the holders of  any  of  the
capital stock of the Company of any class junior in rank  to  the
Series  1 Preference Shares in respect of the preferences  as  to
the  distributions  and payments on the liquidation,  dissolution
and  winding up of the Company, an amount per Series 1 Preference
Share  equal to 100% of the sum of (i) of the Stated Value,  plus
(ii)  all  dividends, if any, which have accrued or  are  payable
under  Section 8 hereof, but have not been paid and  received  by
       ---------
the  Holders,  up  to  and including the  date  full  payment  is
tendered   to  the  Holders  with  respect  to  such  Liquidation
(collectively, the "Liquidation Preference").
                    ----------------------

          (b)      Liquidation  Distribution.    If,   upon   any

Liquidation, the Liquidation Funds are insufficient to pay, issue
or  deliver  the  full amount due to the Holders and  holders  of
shares  of  other classes or series of preference shares  of  the
Company that are expressly provided for as of equal rank with the
Preference Shares as to payments of Liquidation Funds (the  "Pari
                                                             ----
Passu  Shares"), then each holder of Preference Shares  and  Pari
-------------
Passu  Shares shall receive a percentage of the Liquidation Funds
equal  to  the full amount of Liquidation Funds payable  to  such
holder  as  a  liquidation preference, in accordance  with  their
respective certificates of designation of preferences rights  and
limitations,  as a percentage of the full amount  of  Liquidation
Funds  payable to all holders of Preference Shares and Pari Passu
Shares.   No  Holder of Preference Shares shall  be  entitled  to
receive  any  amounts with respect thereto upon  any  Liquidation
other  than  the  amounts provided for herein;  provided  that  a
Holder  of  Preference Shares shall be entitled  to  all  amounts
previously  accrued with respect to amounts owed  hereunder.  The
form  of consideration in which the Liquidation Preference is  to
be  paid  to the Holders of the Preference Shares as provided  in
this Section 6 shall be the form of consideration received by the
     ---------
Company  or the other holders of the Company's capital stock,  as
the case may be.

          (c)      "Liquidation"  means  (i)   any   liquidation,
                    -----------
dissolution  or winding up of the Company, whether  voluntary  or
involuntary,  and/or (ii) any filing for bankruptcy  pursuant  to
applicable federal and/or state laws.

            (7)  Preferred Rank. All Ordinary Shares shall be  of
                 --------------
junior rank to all Series 1 Preference Shares in all respects  as
to  the  preferences as to distributions and  payments  upon  any


                                  9
<PAGE>


Liquidation.  The rights of the Ordinary Shares shall be  subject
to the preferences and relative rights of the Series 1 Preference
Shares.

          (8)  Dividends; Participation.
               ------------------------

     (a)   Series  1 Preference Shares.  Each Series 1 Preference
           ---------------------------
Share  shall  accrue dividends at the rate of eight (8%)  percent
($0.14  per share) per annum of the Stated Value, which dividends
shall be paid when, as, and if declared by the Board out of funds
legally  available thereof, payable on December 31 of  each  year
commencing December 31, 2007.  Dividends payable will be prorated
from  the  date  of issuance based upon the number  of  days  the
Series  1  Preference  Shares is outstanding  in  the  applicable
fiscal  year.  Dividends on the Series 1 Preference Shares  shall
be cumulative. No dividends or other distributions may be paid or
otherwise made with respect to the Ordinary Shares and no  shares
of  the  Ordinary Shares may be repurchased by the Company during
any  fiscal  year  of the Company until dividends  equal  to  the
amount  specified above (the "Annual Dividend") on the  Series  1
Preference  Shares have been declared, paid or set  apart  during
that fiscal year.

      (b)   Optional  Dividends .  In addition to  the  dividends
            -------------------
described  in Section 8(a) above, the Company reserves the  right
to declare and pay optional dividends to the Holders of Series  1
Preference Shares in such amounts, form (securities and/or  cash)
and  at  such  time  as  determined by  the  Company's  Board  of
Directors.

     (c)   Dividend Payments.  The Annual Dividend payments shall
           -----------------
be  made  in either cash or at the option of the Company  through
the  issuance of additional Preference Shares in such  amount  of
Preference  Shares  equal to the quotient  of  (i)  the  dividend
amount  payment then due, divided by (ii) the Stated  Value.   So
long  as any Preference Shares shall be outstanding, no dividend,
whether  in  cash,  securities or  property,  shall  be  paid  or
declared,  nor  shall  any other distribution  be  made,  on  the
Ordinary  Shares or any other security junior to  the  Preference
Shares  as  to  dividend  rights, unless  the  Company  shall  in
addition to the payment of all cumulative Annual Dividends,  also
declare  and  pay to the Preference Shares, at the same  time  it
declares and pays such dividend or distribution to the holders of
Ordinary  Shares, the dividend or distribution  that  would  have
been declared and paid with respect to the Conversion Shares  had
all  of  the  Preference  Shares been converted  into  Conversion
Shares immediately prior to the record date for such dividend  or
distribution, or if no record date is fixed, the date as of which
the  Company  pays to the record holders of Ordinary Shares  such
dividend or distribution.

     (9)  Limited Special Voting Rights.
          -----------------------------

          (a)     The affirmative vote of the Holders owning  not
less   than  a  majority  of  the  then  issued  and  outstanding
Preference Shares, at a meeting duly called for such purpose,  or
by  the  written consent without a meeting of the Holders of  not
less  than a majority of the then outstanding Preference  Shares,
shall  be  required for any amendment to any of the  preferences,
rights  and  limitations of the Preference Shares, the  Company's
Articles  of  Association or Bylaws which would  directly  and/or
indirectly  amend,  alter, change, repeal or otherwise  adversely
affect any of the powers, designations, preferences and rights of
the  Preference  Shares,  including to  increase  the  amount  of
authorized capital stock of any such class.


                                  10
<PAGE>


       (b)  For  so long as Preference Shares remain outstanding,
the  Company  shall not, without the express written  consent  of
Holders  owning  no less than a majority of the aggregate  Stated
Value  of  the  then issued and outstanding Series  1  Preference
Shares  issue any preference shares senior to or pari passu  with
the Preference Shares.

     (10)  Lost  or  Stolen  Certificates. Upon  receipt  by  the
           ------------------------------
Company of evidence reasonably satisfactory to the Company of the
loss,  theft, destruction or mutilation of any Preference  Shares
Certificate(s) representing the Preference Shares,  and,  in  the
case  of  loss,  theft  or  destruction, of  any  indemnification
undertaking by the Holder to the Company in customary  form  and,
in the case of mutilation, upon surrender and cancellation of the
Preference  Shares Certificate(s), the Company shall execute  and
deliver  new preference shares certificate(s) of like  tenor  and
date.

     (11)  Notices. Whenever notice is required to be given under
           -------
any  of the preferences, rights and limitations of the Preference
Shares,  unless otherwise provided herein, such notice  shall  be
given  in  writing and will be mailed by certified  mail,  return
receipt  requested, or delivered against receipt to the party  to
whom  it  is to be given (a) if to the Company, at the  Company's
executive offices or (b) if to a Holder, at the address set forth
on Company's books and records.



           Remainder of Page Intentionally Left Blank






                                  11
<PAGE>


The  undersigned  declare  under  penalty  of  perjury  that  the
matters  set  forth  in the foregoing Certificate  are  true  and
correct of their own knowledge.

     Executed on August 1, 2007.


                                   _______________________
                                   Joseph Rozelle
                                   Chairman and President







                                  12
<PAGE>