Designation of the Series D Preferred Stock

a)

Automatic Conversion; Mechanics of Conversion. Each share of Series D Preferred Stock shall automatically convert into seven hundred fifty thousand (750,000) shares of Common Stock of the Company immediately upon an increase in the number of authorized shares of Common Stock of the Company by at least seventy-five million (75,000,000) additional shares.

b)

Adjustments for Stock Splits and Reverse Splits. In the event of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, or other similar event, the number of shares of Common Stock into which each share of Class D Preferred Stock is convertible shall be appropriately adjusted to reflect such event. The adjustment shall ensure that the conversion rights of the Holders are neither diminished nor enhanced as a result of such events.

c)

Administration.

i.  

Lost or Stolen Certificates. Prior to receipt of a Conversion Notice, upon receipt by the Company of evidence of the loss, theft, destruction, or mutilation of any Preferred Stock Certificates representing shares of Class D Preferred Stock, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of the Preferred Stock Certificate(s), if mutilated, the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date. However, the Company shall not be obligated to re-issue such lost or stolen Preferred Stock Certificates on or subsequent to receipt of a Conversion Notice, as such shares of Series D Preferred Stock will have been converted into Common Stock of the Company.

ii.  

Delivery of Common Stock Upon Conversion. The Transfer Agent or the Company (as applicable) shall, no later than the close of business on the third (3rd) business day (the "Deadline") after the increase in the authorized shares of Common Stock by at least seventy-five million (75,000,000) additional shares, issue and surrender to a common courier for either overnight or (if delivery is outside the United States) two (2) day delivery to the Holder at the address of the Holder as shown on the stock records of the Company, a certificate for the number of shares of Common Stock to which the Holder shall be entitled as aforesaid unless such Holder elects to have their shares held in Book Entry form. If the Holder elects to hold their shares in Book Entry form, the Transfer Agent or the Company (as applicable) shall send notice to such Holder via electronic mail within three (3) days after the increase in the authorized shares of Common Stock, a statement showing that such shares of Common Stock have been issued in their name and any converted shares of Series D Preferred Stock are canceled. In any event, delivery to each Holder of Common Stock upon the conversion of Series D Preferred Stock shall be made within three (3) business days after the increase in the authorized shares of Common Stock. The Holders shall also be entitled to the equitable remedy of specific performance to enforce the delivery requirements upon conversion of Class D Preferred Stock.

iii.  

No Fractional Shares. If any conversion of the Class D Preferred Stock would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share shall be disregarded, and the number of shares of Common Stock issuable upon conversion in the aggregate, shall be rounded up to the nearest whole share.