Capitalized terms used and not otherwise immediately defined are defined in Section 9 below.

a.     Voting Rights .  Except as otherwise provided herein or as otherwise required by law, each holder of the shares of Series B Convertible Preferred Stock shall have the right to the number of votes equal to the number of Conversion Shares then issuable upon conversion of the Series B Convertible Preferred Stock held by such Holder in all matters as to which shareholders are required or permitted to vote, and with respect to such vote, such Holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision in these Articles as amended hereby, to vote, together with the holders of Common Stock as a single class, with respect to any question upon which holders of Common Stock have the right to vote; provided , however , as to any Holder the right to vote such shares shall be limited to the number of shares issuable to such Holder pursuant to Section 5(f) on the record date for such vote.  To the extent permitted under applicable corporate law, but subject to Section 3(b) below, the Corporation’s shareholders may take action by the affirmative vote of a majority of all shareholders of this Corporation entitled to vote on an action.  Without limiting the generality of the foregoing the Corporation may take any of the actions by the affirmative vote of the holders of a majority of the Series B Convertible Preferred Stock and the Common Stock and other voting Common Stock Equivalents, voting together as one class, with each holder of Series B Convertible Preferred Stock having the number of votes set forth above.

b.     Limitations on Corporate Actions .  Notwithstanding anything to the contrary in Section 3(a) above, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Corporation shall not, without the written consent or affirmative vote of the holders of no-less than fifty one percent (51%) of the then-outstanding Stated Value of the Series B Convertible Preferred Stock consenting or voting (as the case may be) as a separate class from the Common Stock, the Corporation shall not, either directly or by amendment, merger, consolidation or otherwise:

(i)     amend its certificate or articles of incorporation in any manner that adversely affects the rights of the Holders;

(ii)     alter or change adversely the voting or other powers, preferences, rights, privileges, or restrictions of the Series B Convertible Preferred Stock contained herein or alter or amend this Certificate of Designation;

(iii)     increase the authorized number of shares of Preferred Stock or  Series B Convertible Preferred Stock or reinstate or issue any other series of preferred stock;

(iv)     redeem, purchase or otherwise acquire directly or indirectly any Junior Securities or any shares pari passu with the Series B Convertible Preferred Stock;

(v)     directly or indirectly pay or declare any dividend or make any distribution in respect of, any Junior Securities, or set aside any monies for the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or any shares pari passu with the Series B Convertible Preferred Stock;

(vi)     authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 4 below) senior to or otherwise pari passu with the Series B Convertible Preferred Stock; or

(vii)     enter into any agreement with respect to any of the foregoing.

4.     Liquidation, Dissolution, or Winding-Down .

a.     Payments to Holders of Series B Convertible Preferred Stock .  Upon any liquidation, dissolution or winding-down of the Corporation, whether voluntary or involuntary (a “ Liquidation ”), the holders of the shares of Series B Convertible Preferred Stock shall be paid in cash, before any payment shall be paid to the holders of Common Stock, or any other Junior Stock, an amount for each share of Series B Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof (such applicable amount payable with respect to a share of Series B Convertible Preferred Stock sometimes being referred to as the “ Individual Series B Preferred Liquidation Preference Payment ” and with respect to all shares of Series B Convertible Preferred Stock in the aggregate sometimes being referred to as the “ Aggregate Series B Liquidation Preference Payment ”).  If, upon such liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of shares of Series B Convertible Preferred Stock shall be insufficient to permit payment to the holders of Series B Convertible Preferred Stock of an aggregate amount equal to the Aggregate Series B Liquidation Preference Payment, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of Series B Convertible Preferred Stock (based on the Individual Series B Preferred Liquidation Preference Payments due to the respective holders of Series B Convertible Preferred Stock).

b.     Payments to Holders of Junior Stock .  After the payment of all preferential amounts required to be paid to the holders of the Series B Convertible Preferred Stock and any other class or series of stock of the Corporation ranking on liquidation senior to or on a parity with the Series B Convertible Preferred Stock, the holders of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders as otherwise set forth in the Corporation’s certificate or articles of incorporation.

a.     Right to Convert .  Each share of Series B Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the Original Issue Date (subject to the limitations set forth in Section 5.f . below), and without the payment of additional consideration by the holder thereof, into such number of fully-paid and nonassessable shares of Common Stock as is determined by dividing the Stated Value per share, by the Series B Conversion Price in effect at the time of conversion.  The “ Series B Conversion Price ”   shall be twenty-five cents ($0.25); provided, however, that the Series B Conversion Price, and the rate at which shares of Series B Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in Section 6 below. Shares of Series B Convertible Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

b.     Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “ Notice of Conversion ”).  Each Notice of Conversion shall specify the number of shares of Series B Convertible Preferred Stock to be converted, the number of shares of Series B Convertible Preferred Stock owned prior to the conversion at issue, the number of shares of Series B Convertible Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “ Conversion Date ”).  If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder.  To effect conversions of shares of Series B Convertible Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series B Convertible Preferred Stock to the Corporation unless all of the shares of Series B Convertible Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Series B Convertible Preferred Stock promptly following the Conversion Date at issue. Certificates representing the Series B Convertible Preferred Stock shall have the following legend:

THE HOLDER AND ANY ASSIGNEE OR TRANSFEREE, BY ACCEPTANCE OF THIS STOCK CERTIFICATE, ACKNOWLEDGE AND AGREE THAT, PURSUANT TO SECTION 5.B. OF THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES B CONVERTIBLE PREFERRED STOCK, THE NUMBER OF SHARES REFLECTED ON THE FACE OF THIS CERTIFICATE MAY NOT BE THE ACTUAL NUMBER OF SHARES HELD BY THE HOLDER OR ASSIGNEE.  PLEASE INQUIRE WITH THE CORPORATION AS TO THE ACTUAL NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE.

c.     Fractional Shares .  No fractional shares of Common Stock shall be issued upon conversion of the Series B Convertible Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s option.  Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Convertible Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

d.     Mechanics of Conversion .

i.     Delivery of Certificate Upon Conversion .  Not later than five (5) Trading Days after each Conversion Date (the “ Share Delivery Date ”), the Corporation shall deliver, or cause to be delivered, to the converting Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of shares of Series B Convertible Preferred Stock.  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 fifth (5 th ) Trading Day after the Conversion Date, the applicable Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice by written notice to the Corporation, in which event the Corporation shall promptly return to such Holder any original Series B Convertible Preferred Stock certificate delivered to the Corporation and such Holder shall promptly return any Common Stock certificates representing the shares of Series B Convertible Preferred Stock t