<SUBMISSION>
<ACCESSION-NUMBER>0001065949-17-000157
<TYPE>8-K12G3
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20171226
<ITEMS>1.01
<ITEMS>5.03
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20171227
<DATE-OF-FILING-DATE-CHANGE>20171227
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>FIRST INTERCONTINENTAL TECHNOLOGY, INC.
<CIK>0001582962
<ASSIGNED-SIC>2100
<IRS-NUMBER>463289369
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K12G3
<ACT>34
<FILE-NUMBER>000-55788
<FILM-NUMBER>171275694
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3001 NORTH ROCKY POINT EAST, STE. 200
<CITY>TAMPA
<STATE>FL
<ZIP>33607
<PHONE>800-304-2657
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3001 NORTH ROCKY POINT EAST, STE. 200
<CITY>TAMPA
<STATE>FL
<ZIP>33607
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>INTERCONTINENTAL TECHNOLOGY, INC.
<DATE-CHANGED>20171218
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>RICH CIGARS INC
<DATE-CHANGED>20130731
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K12G3
<SEQUENCE>1
<FILENAME>intercontinental8k122717.htm
<TEXT>
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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 4pt 0 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<!-- Field: Rule-Page --><DIV ALIGN="LEFT" STYLE="margin: 1pt 227.4pt"><DIV STYLE="font-size: 1pt; border-top: black 1pt solid; width: 100%"><B>&nbsp;</B></DIV></DIV><!-- Field: /Rule-Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<!-- Field: Rule-Page --><DIV ALIGN="LEFT" STYLE="margin: 1pt 227.4pt"><DIV STYLE="font-size: 1pt; border-top: black 1pt solid; width: 100%"><B>&nbsp;</B></DIV></DIV><!-- Field: /Rule-Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Pursuant to Section&nbsp;13 or 15(d)</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>of the Securities Exchange Act of
1934</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>Date of Report&nbsp;(Date
of earliest event reported)&nbsp;December 26, 2017</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<!-- Field: Rule-Page --><P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B><U>FIRST INTERCONTINENTAL
                         TECHNOLOGY, INC.</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(Exact name of Registrant as specified
in its charter)</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 36%; border-bottom: black 1pt solid; padding-left: 5.4pt; text-align: center; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Delaware</FONT></TD>
    <TD STYLE="width: 32%; border-bottom: black 1pt solid; padding-left: 5.4pt; text-align: center; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">333-199452</FONT></TD>
    <TD STYLE="width: 32%; border-bottom: black 1pt solid; padding-left: 5.4pt; text-align: center; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">46-3289369</FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-left: 5.4pt; text-align: center; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">(State or Other Jurisdiction of Incorporation or Organization)</FONT></TD>
    <TD STYLE="padding-left: 5.4pt; text-align: center; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">(Commission File Number)</FONT></TD>
    <TD STYLE="padding-left: 5.4pt; text-align: center; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">(I.R.S. Employer Identification No.)</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><U>3001 North Rocky Point East, Suite
200, Tampa, FL 33607</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(Address of Principal Executive Offices)</P>
<!-- Field: /Rule-Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B><U>800-304-2657</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Registrant&rsquo;s telephone number,
including area code)</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>(Former name or former address, if
changed since last report)</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<!-- Field: Rule-Page --><DIV ALIGN="LEFT" STYLE="margin: 1pt 227.4pt"><DIV STYLE="font-size: 1pt; border-top: black 1pt solid; width: 100%">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD>
    <TD STYLE="width: 96%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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<TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD>
    <TD STYLE="width: 96%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD>
    <TD STYLE="width: 96%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&#9744;</FONT></TD>
    <TD STYLE="width: 96%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>EXPLANATORY NOTE</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">Effective December 26, 2017,
as discussed below, effective December 26, 2017, the issuer, having been renamed, then re-domiciled from Colorado to Delaware and
engaged in a Holding Company Reorganization. See Exhibit 3.1.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 12%; padding-right: 0.8pt; text-align: justify; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>ITEM&nbsp;1.01.</B></FONT></TD>
    <TD STYLE="width: 88%; padding-right: 0.8pt; text-align: justify; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT</B></FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 0; text-align: justify"><U>Holding Company Reorganization</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 0; text-align: justify">On December 26, 2017,
the issuer (having been renamed, immediately prior to this Holding Company Reorganization, from &ldquo;First
Intercontinental Technology, Inc.&rdquo; to &ldquo;RCGR SUB, Inc.&rdquo;) completed a corporate reorganization (the
&ldquo;Holding Company Reorganization&rdquo;) pursuant to which RCGR SUB, Inc., as previously constituted (the
&ldquo;Predecessor&rdquo;) became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, First
Intercontinental Technology, Inc. (the &ldquo;Holding Company&rdquo;), which became the successor issuer. In other words, the
Holding Company is now the public entity. The Holding Company Reorganization was effected by a merger conducted pursuant to
Section&nbsp;251(g) of the Delaware General Corporation Law (the &ldquo;DGCL&rdquo;), which provides for the formation of a
holding company without a vote of the stockholders of the constituent corporations.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">In accordance with Section&nbsp;251(g)
of the DGCL, Intercontinental Services, Inc. (&ldquo;Merger Sub&rdquo;), another newly formed Delaware corporation and, prior to
the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor,
with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the &ldquo;Merger&rdquo;).
The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and
Merger Sub, dated December 26, 2017 (the &ldquo;Merger Agreement&rdquo;).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">As of the effective time of the
Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of
the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding
Company on a one-for-one basis, and the Predecessor&rsquo;s existing stockholders and other holders of equity instruments, became
stockholders and holders of equity instruments, as applicable, of the Holding Company in the same amounts and percentages as they
were in the Predecessor prior to the Holding Company Reorganization.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">The executive officers and board
of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company
Reorganization.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">For purposes of Rule 12g-3(a),
the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon
consummation of the Merger, the Holding Company&rsquo;s common stock was deemed to be registered under Section&nbsp;12(b) of the
Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">The foregoing description of
the Merger Agreement set forth in this Item&nbsp;1.01 is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated by reference herein.</P>

<P STYLE="font: 10pt/11.25pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 10pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 12%; padding-right: 0.8pt; text-align: justify; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>ITEM&nbsp;5.03.</B></FONT></TD>
    <TD STYLE="width: 88%; padding-right: 0.8pt; text-align: justify; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS</B></FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 0; text-align: justify">On December 26, 2017, the Predecessor
changed its name and then re-domiciled from Colorado to Delaware. Immediately following such re-domiciliation, the Holding Company
adopted a certificate of incorporation (the &ldquo;Certificate&rdquo;) and bylaws (the &ldquo;Bylaws&rdquo;) that are, in all material
respects, identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company
Reorganization, with the possible exception of certain amendments that are permissible under Section&nbsp;251(g)(4) of the DGCL.
The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital
stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor&rsquo;s capital stock
immediately prior to the Holding Company Reorganization.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">The Certificate of the Holding
Company is attached hereto as Exhibits 3.1 and incorporated by reference into this Item&nbsp;5.03.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 12%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>ITEM&nbsp;8.01.</B></FONT></TD>
    <TD STYLE="width: 88%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>OTHER EVENTS&nbsp;&nbsp;</B></FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 8pt; text-align: justify">The common stock of the Holding
Company trades on OTCMarkets under the symbol &ldquo;RCGR&rdquo; under which the common stock of the Predecessor was previously
listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will no longer be publicly
traded.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 12%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>ITEM&nbsp;9.01.</B></FONT></TD>
    <TD STYLE="width: 88%; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>FINANCIAL STATEMENTS AND EXHIBITS</B></FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">Exhibits</P>


<P STYLE="font: 10pt/11.25pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<TR>
    <TD STYLE="width: 12%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 2%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 86%; line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Exhibit</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 1pt solid"><B>Number</B></P></TD>
    <TD STYLE="padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1pt solid; padding-right: 0.8pt; text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>Description</B></FONT></TD></TR>
<TR>
    <TD STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">2.1</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><A HREF="ex2_1.htm">Agreement
    and Plan of Merger, dated December 26, 2017, by and among First Intercontinental Technology, Inc., RCGR SUB, Inc. and
    Intercontinental Services, Inc</A>.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.1</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><A HREF="ex3_1.htm">Certificate of Incorporation and Certificate of Conversion of RCGR SUB, Inc. , a Delaware corporation</A></FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.2</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><A HREF="ex3_2.htm">Certificate
    of Incorporation of First Intercontinental Technology, Inc., a Delaware corporation</A></FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.3</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><A HREF="ex3_3.htm">Certificate of Incorporation of Intercontinental Services, Inc., a Delaware corporation</A></FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; text-align: center; line-height: 107%">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 11.25pt 0 0; text-align: center"><B>&nbsp;</B></P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 11.25pt 0 0; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR>
    <TD STYLE="width: 56%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 9%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 31%; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: bottom"><P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0"><B>First</B> <B>Intercontinental Technology,
        Inc.</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">(Registrant)</P></TD></TR>
<TR>
    <TD STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Date:&nbsp;December 26, 2017</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 0.75pt solid">/s/ Richard Davis</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">Richard Davis</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">CEO and President</P></TD></TR>
</TABLE>

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<P STYLE="font: 11pt/0.05pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 11.25pt 0 0; text-align: center"><B>INDEX TO EXHIBITS</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify"></P>


<P STYLE="font: 10pt/11.25pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<TR>
    <TD STYLE="width: 12%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 2%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 86%; line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Exhibit</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 1pt solid"><B>Number</B></P></TD>
    <TD STYLE="padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="border-bottom: black 1pt solid; padding-right: 0.8pt; text-align: center; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Description</B></FONT></TD></TR>
<TR>
    <TD STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">2.1</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><A HREF="ex2_1.htm">Agreement
    and Plan of Merger, dated December 26, 2017, by and among First Intercontinental Technology, Inc., RCGR SUB, Inc. and
    Intercontinental Services, Inc</A>.</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">3.1</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><A HREF="ex3_1.htm">Certificate of Incorporation and Certificate of Conversion of RCGR SUB, Inc. , a Delaware corporation</A></FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">3.2</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><A HREF="ex3_2.htm">Certificate
    of Incorporation of First Intercontinental Technology, Inc., a Delaware corporation</A></FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">3.3</FONT></TD>
    <TD COLSPAN="2" STYLE="line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><A HREF="ex3_3.htm">Certificate of Incorporation of Intercontinental Services, Inc., a Delaware corporation</A></FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;</FONT></TD>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; text-align: center; line-height: 107%">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 11.25pt 0 0; text-align: center"><B>&nbsp;</B></P>


<P STYLE="font: 10pt/0.05pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: right"><B>&nbsp;</B></P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: right"><B>Exhibit 2.1</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: right">EXECUTION VERSION</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>AGREEMENT AND PLAN OF MERGER</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">THIS AGREEMENT AND PLAN OF
MERGER (this &ldquo;Agreement&rdquo;), dated as of December 26, 2017, is by and among First Intercontinental Technology,
Inc., a newly formed Delaware corporation (&ldquo;First Intercontinental Technology&rdquo; or the
&ldquo;Holding Company&rdquo;), RCGR SUB, Inc. (the &ldquo;Predecessor&rdquo; or &ldquo;RCGR SUB&rdquo;), having been
renamed, immediately prior to this Holding Company Reorganization, from &ldquo;First Intercontinental Technology, Inc.&rdquo;
to &ldquo;RCGR SUB, Inc.,&rdquo; now a Delaware corporation and hereby becoming a wholly-owned subsidiary of First
Intercontinental Technology, and Intercontinental Services, Inc. (the &ldquo;Merger Sub&rdquo;), a Delaware corporation and
prior to the effectiveness of this Agreement, being a wholly-owned subsidiary of the Predecessor.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 24pt 0 0; text-align: center"><B>RECITALS</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">WHEREAS, the purpose of this Agreement,
and the transactions contemplated by this Agreement, is to create a new holding company structure and the Holding Company and Merger
Sub have been formed for the purpose of effecting this new holding company structure;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">WHEREAS, the respective
Boards of Directors of First Intercontinental Technology, RCGR SUB and Merger Sub have each approved and adopted this
Agreement and the transactions contemplated by this Agreement, in each case after making a determination that this Agreement
and such transactions are advisable and in the best interests of such company and its stockholders;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">WHEREAS, at the Effective Time
(as defined below), pursuant to the transactions contemplated by this Agreement and on the terms and subject to the conditions
set forth herein, Merger Sub will merge with and into the Predecessor in accordance with the Delaware General Corporation Law,
as amended (the &ldquo;DGCL&rdquo;), whereupon the separate existence of Merger Sub shall cease and RCGR SUB, Inc. surviving and
emerging as the subsidiary of First Intercontinental Technology, Inc., as the Holding Company and the successor issuer;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 8pt; text-indent: 23pt">WHEREAS, for U.S. federal income
tax purposes, it is the intention of the parties hereto that the Merger shall qualify as a tax-free reorganization within the meaning
of Section&nbsp;368 of the Internal Revenue Code of 1986, as amended (the &ldquo;Code&rdquo;), and the rules and regulations promulgated
thereunder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">NOW, THEREFORE, in consideration
of the premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center"><B>ARTICLE 1</B></P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center"><B>MERGER</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 1.1 <I>Merger.</I>
Subject to the terms and conditions of this Agreement and in accordance with Section&nbsp;251(g) of the DGCL, Merger Sub
shall be merged with and into the Predecessor at the Effective Time. Following the Effective Time, the separate corporate
existence of Merger Sub shall cease, and the Predecessor shall continue as the surviving entity (sometimes herein referred to
as the &ldquo;<U>Surviving Entity</U>&rdquo;), becoming a direct wholly-owned subsidiary of the Holding Company, First
Intercontinental Technology, which shall also survive and become the publicly traded company, as the successor issuer.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0.25in 0 0; text-indent: 23pt">Section 1.2 <I>Effective Time.</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 0; text-indent: 23pt">(a) Subject to the provisions of
this Agreement, as soon as practicable following the satisfaction or waiver of the conditions set forth in Section&nbsp;4.1, the
Predecessor shall duly execute and file a Certificate of Merger (the &ldquo;<U>Certificate of Merger</U>&rdquo;) substantially
in the form set forth as <U>Exhibit A</U> hereto with the Secretary of State of the</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 0">State of Delaware (the &ldquo;Delaware Secretary&rdquo;)
as required by the DGCL. The Merger shall become effective as provided in the Certificate of Merger (the &ldquo;<U>Effective Time</U>&rdquo;).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) The Merger shall have
the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time, (i)&nbsp;right and title to all assets (including real estate
and other property) owned by, and every contract right possessed by, the Predecessor and Merger Sub shall vest in the
Surviving Entity, and (ii)&nbsp;all liabilities and obligations of the Predecessor and Merger Sub shall become the
liabilities and obligations of the Surviving Entity. The vesting of such rights, title, liabilities and obligations in the
Surviving Entity shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title,
liabilities and obligations. Thereafter, the successor issuer and parent corporation shall be and remain &ldquo;First
Intercontinental Technology, Inc&rdquo; and the surviving entity of the merger shall be and remain, &ldquo;RCGR SUB,
Inc.,&rdquo; the Predecessor and wholly-owned subsidiary of the Holding Company, First Intercontinental Technology.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0.25in 0 0; text-indent: 23pt">Section 1.3 <I>Organizational
Documents.</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 0; text-indent: 23pt">(a) Each Participant in this Agreement
and the Merger. In accordance with Section&nbsp;251(g) of the DGCL, each participant agrees to cooperate in the filing of an amended
and restated certificate of incorporation of for each participant (substantially in the form set forth as <U>Exhibit&nbsp;B</U>
hereto, with the Delaware Secretary prior to the Effective Time to be effective prior to and as of the Effective Time (without,
for the avoidance of doubt, giving effect to any of the amendments contemplated by Section&nbsp;1.3(b) of this Agreement) containing
provisions identical to those in the Certificate of Incorporation, as may be amended from time to time of the Predecessor immediately
prior to the Effective Time, except as otherwise permitted by Section&nbsp;251(g) of the DGCL. Each participant acknowledges that
it has adopted bylaws identical, in all material respects, to that of the Predecessor effective prior to and as of the Effective
Time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0.25in 0 0; text-indent: 23pt">(b) Surviving Entity.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 6pt 0 0; text-indent: 46.05pt">(i) At the Effective
Time, the certificate of incorporation of First Intercontinental Technology in effect immediately prior to the Effective Time
shall be and remain the certificate of incorporation of &ldquo;First Intercontinental Technology, Inc&rdquo; while RCGR SUB,
Inc. shall also survive and become becoming a wholly-owned subsidiary of First Intercontinental Technology, until otherwise
thereafter amended as provided therein or by the DGCL.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 46.05pt">(ii) In accordance with
Section&nbsp;251(g) of the DGCL, at the Effective Time, the First Intercontinental Technology Bylaws shall be amended and
restated in the form identical, in all material respects, to that of the Predecessor and, as so effectuated, shall continue
in full force and effect, until otherwise thereafter amended as provided therein or by the DGCL.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section&nbsp;1.4 <I>Directors
and Officers of the Surviving Entity.</I> From and after the Effective Time, the members of the board of directors of First
Intercontinental Technology and of the Surviving Entity shall be the members of the board of directors of Merger Sub
immediately prior to the Effective Time, and the officers of the Surviving Entity shall be the officers of Merger Sub
immediately prior to the Effective Time, each to hold office as provided in the Certificate and Bylaws, until their
respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section&nbsp;1.5 <I>Directors and
Officers of each participating company.</I> From and after the Effective Time, the directors of each participating company shall
be the same persons, immediately prior to the Effective Time, and immediately thereafter and until their respective successors
are duly elected or appointed and qualified or until their earlier death, resignation or removal.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 8pt"><B>&nbsp;ARTICLE 2</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>CONVERSION OF SECURITIES; STOCK
CERTIFICATES</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 2.1 <I>Conversion of
Securities.</I> At the Effective Time, by virtue of the Merger and without any action on the part of First Intercontinental
Technology, RCGR SUB, Merger Sub or any holder of any securities of the foregoing entities:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) Each share (or fraction
of share, as applicable) of common stock, par value $0.0001 per share, Series A Preferred Stock, Series B Preferred Stock or
Series C Preferred Stock, as the case may be of the Predecessor (the &ldquo;Predecessor Stock&rdquo;), outstanding or held in
treasury immediately prior to the Effective Time, shall be converted into one (or equal fraction of one, as applicable) fully
paid and nonassessable share of common stock, par value $0.0001 per share or Series A Preferred Stock, Series B Preferred
Stock or Series C Preferred Stock, as the case may be, of First Intercontinental Technology (the &ldquo;First
Intercontinental Technology, Inc. Stock&rdquo;) having the same designations, rights, powers and preferences, and the
qualifications, limitations and restrictions thereof, as the corresponding share (or fraction of a share) of the Predecessor
Stock being converted in the Merger. Each outstanding right to acquire Predecessor Stock, such as a warrant or an employee
stock option, which is fully accrued, matured and without condition precedent (a conversion right in a convertible financial
instrument is not defined herein to include such a &ldquo;right to acquire&rdquo;), immediately prior to the Effective Time
shall be converted into a right to acquire First Intercontinental Technology, Inc. Stock on the same terms and conditions as
the right to acquire Predecessor Stock being converted in the Merger, to the exclusion of any rights or obligations that may
be associated with a convertible financial instrument, which such rights shall remain, intact, with respect to the
Predecessor, and the Predecessor shall remain obligated in all respects thereto, including with regard to rights of
conversion with respect thereto.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) Each share of First
Intercontinental Technology, Inc. Stock issued and outstanding immediately prior to the Effective Time shall be canceled and
retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor;
and</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) Each share of Merger Sub
common stock, par value $0.0001 per share, held by First Intercontinental Technology immediately prior to the Effective Time
shall automatically convert into 1 share of common stock, par value $0.0001 per share, of the Surviving Entity.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 2.2 <I>Stock
Certificates.</I> Subject to Section&nbsp;2.1, from and after the Effective Time, all of the outstanding certificates
and book-entries which immediately prior to the Effective Time represented shares of RCGR SUB Stock shall be deemed for
all purposes to evidence ownership of, and to represent, shares of First Intercontinental Technology Stock into which the
shares of RCGR SUB Stock formerly represented by such certificates and book-entries have been converted as provided in
this Agreement with identical designations, rights, powers and preferences, and qualifications, limitations and
restrictions. Without the necessity of exchanging or surrendering any such certificates, the registered owner on the books
and records of RCGR SUB or its transfer agent of any outstanding stock certificate, unless and until such certificate shall
have been surrendered for transfer or otherwise accounted for to First Intercontinental Technology or its transfer agent,
shall be entitled to exercise any voting and other rights with respect to the applicable shares of First Intercontinental
Technology Stock into which the shares of RCGR SUB Stock have been converted as provided in this Agreement.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 11.25pt 0 0; text-align: center"><B>ARTICLE 3</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>ACTIONS TO BE TAKEN IN CONNECTION
WITH THE MERGER</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 3.1 <I>Post-Effective
Amendments.</I> It is the intent of the parties that First Intercontinental Technology, as of the Effective Time, be deemed
a &ldquo;<U>successor issuer</U>&rdquo; for purposes of continuing offerings of RCGR SUB under the Securities Act of 1933,
as amended (the &ldquo;<U>Securities Act</U>&rdquo;). As soon as practicable following the Merger, First Intercontinental
Technology will file post-effective amendments to RCGR SUB&rsquo;s currently effective registration statements, if any,
adopting such statements as its own registration statements for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended, and setting forth any additional information necessary to reflect any material changes made
in connection with, or resulting from, the succession or necessary to keep the registration statements from being
misleading.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 3.2 <I>Reservation of
Shares</I>. On or prior to the Effective Time, First Intercontinental Technology will reserve sufficient shares of
First Intercontinental Technology Stock to provide for the issuance of First Intercontinental Technology Stock to satisfy
First Intercontinental Technology&rsquo;s obligations under this Agreement.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 3.3 <I>Tax Characterization</I>.
Each party hereto shall use its reasonable best efforts to cause the Merger to constitute a tax-free reorganization within the
meaning of Section&nbsp;368 of the Code, and shall not take any actions reasonably likely to cause the Merger not to so qualify,
or cause any such actions to be taken.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 24pt 0 0; text-align: center"><B>ARTICLE 4</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>CONDITIONS TO MERGER</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 4.1 <I>Conditions Precedent</I>.
The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver of the condition that no
order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order that is in effect shall
have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which
prohibits or makes illegal the consummation of the Merger or the transactions contemplated hereby.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 11.25pt 0 0; text-align: center"><B>ARTICLE 5</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>TERMINATION AND AMENDMENT</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 5.1 <I>Termination.</I>
This Agreement may be terminated or the completion of the transactions contemplated herein, including without limitation the
Merger, may be deferred at any time prior to the Effective Time by action of the Board of Directors of First Intercontinental
Technology, RCGR SUB or Merger Sub. In the event of such termination, this Agreement shall become null and void and have no
effect, without any liability or obligation on the part of any such participant, by reason of this Agreement.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 5.2 <I>Amendment.</I> This
Agreement may be amended, modified or supplemented at any time by an instrument in writing signed on behalf of each of the parties.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 24pt 0 0; text-align: center"><B>ARTICLE 6</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: center"><B>GENERAL PROVISIONS</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 6.1 <I>Governing Law.</I>
This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 6.2 <I>Entire Agreement.</I>
This Agreement, including the documents and instruments referred to herein, constitutes the entire agreement and supersedes all
other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject
matter hereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 6.3 <I>Further
Assurances.</I> From time to time, and when required by RCGR SUB, First Intercontinental Technology and/or Merger Sub shall
execute and deliver, or cause to be executed and delivered, such deeds and other instruments, and RCGR SUB,
First Intercontinental Technology and/or Merger Sub shall take or cause to be taken such further and other action, as shall
be appropriate or necessary in order to vest or perfect in or to conform of record or otherwise in the Surviving Entity
or First Intercontinental Technology, as applicable the title to and possession of all the property, interests, assets,
rights, privileges, immunities, powers, franchises and authority of RCGR SUB, First Intercontinental Technology and/or Merger
Sub and otherwise to carry out the purposes of this Agreement, and the officers and directors of each participant are
authorized fully in the name and on behalf of such participant, as applicable, or otherwise to take any and all such actions
and to execute and deliver any and all such deeds and other instruments.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 6.4 <I>Counterparts.</I>
This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means (including portable document
format) shall be as effective as delivery of a manually executed counterpart of this Agreement.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 6.5 <I>Severability.</I>
The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable,
such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 6.6 <I>No Appraisal Rights</I>.
In accordance with the DGCL, no appraisal rights shall be available to any holder of shares of any class of stock whatsoever, in
connection with the Merger.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Section 6.7 <I>Amendments</I>.
At any time prior to the Effective Time, this Agreement may be supplemented, amended or modified, whether before or after the adoption
of this Agreement by the sole stockholder of Merger Sub, by the mutual consent of the parties to this Agreement by action by their
respective boards of directors; provided, however, that, no amendment shall be effected subsequent to the adoption of this Agreement
by the sole stockholder of Merger Sub that by law requires further approval or authorization by the sole stockholder of Merger
Sub or the stockholders of the Company without such further approval or authorization. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by all of the parties hereto.</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
<TR>
    <TD STYLE="width: 7%; padding-bottom: 8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 2%; padding-bottom: 8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 7%; padding-bottom: 8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 2%; padding-bottom: 8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 82%; padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>First Intercontinental Technology, Inc.,</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">a Delaware corporation</P></TD></TR>
<TR>
    <TD STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">/s/ Richard Davis</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Name:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">CEO and President</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
<TR>
    <TD COLSPAN="5" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>RCGR SUB, Inc.,</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">a Delaware corporation</P></TD></TR>
<TR>
    <TD STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">/s/ Richard Davis</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Name:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">CEO and President</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
<TR>
    <TD COLSPAN="5" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Intercontinental Services, Inc.,</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">a Delaware corporation</P></TD></TR>
<TR>
    <TD STYLE="line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">/s/ Richard Davis</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Name:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">CEO and President</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P></TD></TR>
</TABLE>

<p> </P>

<P></P>

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<P STYLE="text-align: center"><B>EXHIBIT &ldquo;A&rdquo;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">CERTIFICATE OF MERGER</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">First Intercontinental Technology,
Inc.,</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">Intercontinental Services, Inc. and</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">RCGR SUB, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Pursuant to Section 251 of the General
Corporation Law of the State of Delaware (the &ldquo;DGCL&rdquo;), First Intercontinental Technology, Inc., a Delaware
corporation, in connection with the merger of Intercontinental Services, Inc., a Delaware corporation, with and into RCGR
SUB, Inc. (this being hereinafter referred to as the &ldquo;Merger&rdquo;), hereby certifies as follows:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">FIRST: The names and states of incorporation of the
constituent corporations to the Merger are:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0"></P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; font: 10pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top; text-align: left">
    <TD STYLE="width: 50%; text-align: center; vertical-align: middle"><B>Name</B></TD>
    <TD STYLE="width: 50%; text-align: center; vertical-align: middle"><B>State of Incorporation</B></TD></TR>
<TR STYLE="vertical-align: top; text-align: left">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; text-align: left; background-color: rgb(204,238,255)">
    <TD>RCGR SUB, Inc.</TD>
    <TD>Delaware</TD></TR>
<TR STYLE="vertical-align: top; text-align: left; background-color: White">
    <TD>First Intercontinental Technology, Inc.</TD>
    <TD>Delaware</TD></TR>
<TR STYLE="vertical-align: top; text-align: left; background-color: rgb(204,238,255)">
    <TD>Intercontinental Services, Inc.</TD>
    <TD>Delaware</TD></TR>
</TABLE>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">SECOND: An Agreement and Plan of Merger,
dated as of December 26, 2017, (attached hereto as Exhibit &ldquo;A&rdquo;) by and among First Intercontinental Technology,
Inc., RCGR SUB, Inc., and Intercontinental Services, Inc. (the &ldquo;Merger Agreement&rdquo;), setting forth the terms and
conditions of the Merger, has been approved, adopted, executed and acknowledged by each of the three participants to such
Merger Agreement, in accordance with Section 251(g) of the DGCL.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">THIRD: The name of the surviving corporation is RCGR
SUB, Inc. (the &ldquo;Surviving Corporation&rdquo;), with Intercontinental Services, Inc. not surviving, with RCGR SUB, Inc. continuing
in existence as the subsidiary of First Intercontinental Technology, Inc., the successor issuer.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">FOURTH: The Certificate of Incorporation, as may be
amended from time to time of the Corporation as in effect immediately prior to the Merger shall be the certificate of incorporation
of the Surviving Corporation with the addition of a new Article, which shall be added thereto, reading as follows:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0.5in 0">&ldquo;Other than the election or removal of directors
of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption under the General Corporation
Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to time the approval of the stockholders
of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in
addition, the approval of the stockholders of the Corporation (or any successor by merger), by the same vote as is required by
the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation, as may be amended from time to time.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">FIFTH: The Merger shall become effective upon filing.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">SIXTH: The executed Merger Agreement is on file at
the office of the Surviving Corporation located at 3001 North Rocky Point East, Suite 200, Tampa, FL 33607. A copy of the Merger
Agreement will be furnished by the Surviving Corporation, on request and without cost to any stockholder of either corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">SEVENTH: Following the Merger and its
effectiveness, First Intercontinental Technology, Inc. will become the parent corporation to RCGR SUB, Inc. and its sole
shareholder, with Intercontinental Services, Inc. ceasing to exist.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">IN WITNESS WHEREOF, this Certificate of Merger has
been executed on this December 26, 2017.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0"><B>&nbsp;</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>First Intercontinental Technology, Inc.,</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">a Delaware corporation</P></TD></TR>
<TR>
    <TD COLSPAN="4" STYLE="line-height: 107%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">/s/ Richard Davis</FONT></TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; width: 2%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 18%; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Name:</FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 2%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 70%; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, CEO and President</FONT></TD>
    <TD STYLE="padding-bottom: 8pt; width: 8%; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD COLSPAN="5" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>RCGR SUB, Inc.,</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">a Delaware corporation</P></TD></TR>
<TR>
    <TD COLSPAN="4" STYLE="line-height: 107%"></TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">/s/ Richard Davis</FONT></TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Name:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, CEO and President</FONT></TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD COLSPAN="5" STYLE="line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Intercontinental Services, Inc.,</B></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">a Delaware corporation</P></TD></TR>
<TR>
    <TD COLSPAN="4" STYLE="line-height: 107%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD COLSPAN="3" STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">/s/ Richard Davis</FONT></TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Name:</FONT></TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, CEO and President</FONT></TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; line-height: 107%">&nbsp;</TD>
    <TD STYLE="padding-bottom: 8pt; line-height: 107%">&nbsp;</TD></TR>
</TABLE>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 8pt"><B>EXHIBIT &ldquo;B&rdquo;</B></P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>


<P STYLE="text-align: right"></P>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center; border-bottom: black 0.75pt solid">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 23pt">STATE of DELAWARE</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 23pt">CERTIFICATE of INCORPORATION</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 23pt">A STOCK CORPORATION</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">First: The name of this Corporation
is &ldquo;RCGR SUB, Inc.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Second: Its registered office is
the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County
of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Third: The purpose of the corporation
is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fourth: (a) SHARES:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The total number of shares that
this Corporation is authorized to issue is 111,000,000, allocates as follows among these classes and series of stock:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Common Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">One class of stock shall be common
stock,  $.0001 par value, of which the Corporation shall have the authority to issue 100,000,000 shares.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Preferred Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The second class of stock shall
be preferred stock, $.0001  par value, of which the Corporation shall have the authority to issue 11,000,000 shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors of the Corporation
may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in the bylaws of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Of the 11,000,000 shares of preferred
stock authorized, 1,000,000 shall be designated as Series A Preferred Stock, 5,000,000 shares shall be designated as Series B Preferred
Stock, 5,000,000 shares shall be designated as Series C Preferred Stock, which shall have the designations, powers, preferences
and relative and other special rights and the following qualifications, limitations and restrictions set forth below:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series A Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The Board of Directors of the Corporation, pursuant to authority granted in the Articles of Incorporation, hereby creates a series
of preferred stock designated as Series A Preferred Stock (the &ldquo;Series A Preferred Stock&rdquo;) with a $.0001 par value
per share. The number of authorized shares constituting the Series A Preferred Stock shall be one million (1,000,000)&nbsp;shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Dividends</U>. The holders
of Series A Preferred Stock shall be entitled to receive dividends, payable via cash or stock in parity with the common stock holders.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Voting</U>. Except as otherwise
required by law, the holders of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the stockholders of the Corporation and shall have twenty thousand (20,000) votes for every one (1) share of Series A Preferred
Stock held pursuant to the provisions hereof at the record date for the determination of stockholders entitled to vote on such
matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law, the holders
of shares of Series A Preferred Stock and any other series of preferred stock with voting rights and the common stock shall vote
together as a single class, and not as separate classes.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Conversion</U>. The holders
of Series A Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each share of Series A Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series A Preferred Stock being converted. Conditioned upon the foregoing, each share of Series A Preferred Stock
shall automatically convert into one thousand (1,000) fully paid and non-assessable shares of Common Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Method of Conversion.</U>
Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall
surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for
the Series A Preferred Stock, and shall give written notice 15 business days prior to date of conversion to the Corporation at
its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate
or certificates for shares of common stock are to be issued. The Corporation shall, within five business days, issue and deliver
at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates
for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have
been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date
is referred to herein as the &ldquo;Conversion Date.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>Partial Conversion</U>.
In the event of the conversion of some but not all of the shares of Series A Preferred Stock represented by a certificate or certificates
surrendered, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series A Preferred Stock which were not converted.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>Status of Converted Stock</U>.
In the event any shares of Series A Preferred Stock shall be converted or otherwise acquired by the Corporation, the shares so
converted shall be canceled and shall resume the status of authorized shares of preferred stock without differentiation as to series.
All such shares may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance
set forth in the Articles of Incorporation or in any certificate of designation creating a series of preferred stock or any similar
stock or as otherwise required by law.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Transfer Taxes</U>. The
Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of
common stock upon conversion of any shares of Series A Preferred Stock, provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being
issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Adjustments to Conversion
Rate</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(i) <U>Subdivisions, Combinations
or Consolidations of Common Stock</U>. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated,
by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the
effective date of this Certificate of Designation, each a &ldquo;Subdivision, Combination or Consolidation of Common Stock&rdquo;,
any such Subdivision, Combination or Consolidation of Common Stock shall have no effect on the Series A Conversion Rate in effect
immediately prior to such Subdivision, Combination or Consolidation of Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(ii) <U>Reclassifications and Reorganizations.</U>
At any time after the date hereof, in the case, of any capital reorganization, merger or any reclassification of the stock of the
Corporation, the Series A Conversion Rate then in effect shall not be adjusted or changed in any way such that the number of outstanding
shares of Series A Preferred Stock in effect immediately prior to the record date of any such capital reorganization, merger or
any reclassification of the stock of the Corporation shall remain the same and there shall be no adjustment in the voting rights
stated herein of each share of Series A Preferred Stock and each share of Series A Preferred Stock shall continue to convert into
the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated in Section 4 (a). In exception to
the forgoing, if agreed in writing by any holder of Series A Preferred Stock prior to any capital reorganization, merger or any
reclassification of the stock of the Corporation, such holder may agree, in whole or in part, to amend the terms herein of the
Series A Preferred Stock such that the holder&rsquo;s shares of</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Series A Preferred Stock are convertible into the
kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have
been entitled if immediately prior to such reorganization or reclassification the holder&rsquo;s shares of the Series A Preferred
Stock had been so converted or exchanged in a matter as stated herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(iii) <U>Distributions Other Than
Cash Dividends Out of Retained Earnings</U>. If the Corporation shall declare a cash dividend upon its common stock payable otherwise
than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock, stock or other securities
of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options
or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Corporation convertible
into or exchangeable for common stock), then, in each such case, provision shall be made so that the holders of Series A Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount
of securities of the Corporation and other property which they would have received had their Series A Preferred Stock been converted
into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including
the date of conversion, retained such securities and other property receivable by them as aforesaid during such period.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Fractional Shares</U>. Fractional
shares of Series A Preferred Stock may be issued and all conversion, voting and other rights shall be applied to such fractional
shares on a proportional basis; provided, however, that in lieu of any fractional shares of common stock to which the holder of
Series A Preferred Stock would be entitled upon conversion or otherwise pursuant hereto, the Corporation shall issue to such holder,
one whole share of common stock. The number of whole shares to be issuable to each holder upon such conversion shall be determined
on the basis of the number of shares of common stock issuable upon conversion of the total number of shares of Series A Preferred
Stock of such holder at the time converting into common stock. &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Liquidation. </U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, Series B Preferred Stock and Series C Preferred
Stock, and common stock in order of rank wherein the Series A Preferred Stock is senior to all other classes of stock, followed
by the Series B Preferred Stock, the Series C Preferred Stock, and then the Common Stock of the Corporation. Any distribution resulting
from the liquidation, dissolution or winding up of the Corporation will be pro-rata to the quantity of votes each such share holds.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;A Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series A Preferred Stock of such decision, who shall have the right</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series A Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series A Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Redemption.</U> Series A
Preferred Shares are not redeemable.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series A Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series A Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and there shall
be no adjustment in the voting rights stated herein of each share of Series A Preferred Stock and each share of Series A Preferred
Stock shall continue to convert into the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated
in Section 4, &ldquo;a)&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>No Impairment.</U> Except
and to the extent as waived or consented to by the holder, or as otherwise provided herein, the Corporation shall not by any action,
including, without limitation, amending its Articles of Incorporation or Bylaws, 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 of the Series A Preferred Stock, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of holders
as set forth in this Certificate of Designations against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Loss, Theft, Destruction
of Series A Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series A Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series A Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series A Preferred Stock, new shares of Series A Preferred Stock of like tenor. The Series A Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series A Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Notices</U>. The holders
of the Series A Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section&nbsp;11 to be given to the holder of shares of the Series A Preferred
Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in
the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Severability</U>. If any
right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series A Preferred Stock shall rank junior to the Series C Preferred Stock and senior to
the Series B Preferred Stock, and the Common Stock.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series B Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and
Amounts</U>. The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series B Preferred
Stock.&rdquo; The number of shares constituting such series shall initially be five million (5,000,000) which number may from
time to time be changed by the Board of Directors. The Series B Preferred Stock shall be $.0001  par value per share. All
shares of Series B Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series B Preferred Stock shall rank junior to the Series A and Series C Preferred Stock,
and ahead of the Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Conversion</U>. The holders
of Series B Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series B Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series B Preferred Stock being converted. Conditioned upon the foregoing, each share of Series B Preferred Stock
shall automatically convert at the sole option of its holder into five hundred (500) fully paid and non-assessable shares of Common
Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 3(a) shall have occurred, holders of the Series B Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred
Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 3(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series B Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series B Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its
authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient
for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, at the option of the Corporation,
the Corporation shall have the right, in whole or in part, to redeem that number of shares of Series B Preferred Stock held by
any holder and specified in a written notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to the holder, by
paying to the holder, in cash in immediately available funds or in cash or other consideration acceptable to said holder per a
separate agreement for the redemption of the Series B Preferred Stock over time, an amount per share of Series B Preferred Stock
identified in the Redemption Notice, calculated on the date of said Redemption Notice such that it is equal to the average of the
five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock during the twenty (20) trading day prior
to the date of the Redemption Notice, which amount shall be multiplied by 500, plus any declared but unpaid dividends on each such
share. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series B Preferred
Stock Redemption Price&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series B Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series B Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series B Preferred Stock Redemption Price, all rights in respect of the shares of Series B Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Voting Rights</U>. The holders
of shares of Series B Preferred Stock shall have the right to four hundred (400) votes for each share of Series B Preferred Stock
held, 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 hereof, to notice of any stockholders meeting
in accordance with the bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and
any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series B Preferred
Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Dividends</U>. The holders
of Series B Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series B Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">effective date of such subdivision, combination or
reclassification shall not be adjusted or changed in any way such that the number of outstanding shares of Series B Preferred Stock
in effect immediately prior to the record date for such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall remain the same and there shall be no adjustment in the voting rights stated herein of each
share of Series B Preferred Stock and each share of Series B Preferred Stock shall continue to convert into the quantity of fully
paid and nonassessable share of Common Stock of the Corporation as stated in Section 3 (a).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series B Preferred Stock shall be converted or redeemed pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be canceled and shall be available for issuance by the Corporation in accordance
with the Corporation&rsquo;s Certificate of Incorporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Loss, Theft, Destruction
of Series B Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series B Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series B Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series B Preferred Stock, new shares of Series B Preferred Stock of like tenor. The Series B Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series B Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10.) <U>Notices</U>. The holders
of the Series B Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series B Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Severability</U>. If any
right, preference or limitation of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series B Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series B Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series B Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series B Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series C Preferred Stock
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series C Preferred Stock.&rdquo; The number
of shares constituting such series shall initially be five million (5,000,000) which number may from time to time be changed by
the Board of Directors. The par value of the Series</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">C Preferred Stock shall be $.0001  par value.
All shares of Series C Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
or as to any other right or preference, the Series C Preferred Stock shall rank ahead of any other class of Preferred Stock and
Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Interest</U>. Each share
of the Series C Preferred Stock shall earn daily, compound interest at the rate of twelve percent (12%) of its &ldquo;Exchange
Value&rdquo; per share per Section 4(a), as calculated on a 365-day calendar year (the &ldquo;Interest) from the date of each such
share&rsquo;s issuance by authorization resolution of the Board of Directors of the Corporation. The Interest shall be accrued
per calendar quarter (an &ldquo;Accrual Period&rdquo;) and paid within thirty (30) days of the end of each such calendar quarter,
unless a respective holder of the shares of the Series C Preferred Stock provides written authorization to the Corporation to defer
said Interest payment to the due date for the next Accrual Period or to the end of the Corporation&rsquo;s fiscal year. For as
long as any shares of Series C Preferred Stock remain issued and outstanding, any and all accrued and unpaid Interest is to be
recorded on the books and records of the Corporation as a cumulative obligation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Exchangeability; Interchangeability</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exchangeability.</U> Each
share of Series C Preferred Stock is to be issued in exchange for one U.S. dollar ($1.00), (the &ldquo;Exchange Value&rdquo;) of
the outstanding balance at the time rounded up to next highest dollar, in whole or in part, of any convertible promissory note,
debenture or other form of debt instrument (each a &ldquo;Debt Instrument&rdquo;) issued by the Corporation to a debtholder (the
&ldquo;Debtholder&rdquo;) who is to receive the Series C Preferred Stock (the &ldquo;Exchange&rdquo;). Any such Exchange shall
be by written agreement between the Corporation and the Debtholder and may contain terms and conditions in addition to those included
herein (the &ldquo;Exchange Agreement&rdquo;) and the Exchange Agreement shall be approved by a resolution of the Board of Directors
of the Corporation prior to the Exchange occurring. It is understood by the Corporation and the Debtholder that the rights granted
to the Debtholder under the Debt Instrument being exchanged by the Corporation, and or any guarantors of the Debt Instrument shall
remain in full force and effect after the Exchange, until such time as the Series C Preferred Stock is either converted in full
to shares of common stock or redeemed per the terms and conditions of the following Section 6.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">For purposes of Rule 144 and sub-section
(d)(3)(ii) thereof, it is intended, understood and acknowledged that any of the Series C Preferred Stock issued upon Exchange shall
be deemed to have been acquired at the time the underlying Debt Instrument was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issued upon any Conversion (as hereinafter defined) of the Series C Preferred
Stock, in accordance with federal and state law and regulation, shall be deemed to have commenced on the date the Debt Instrument
was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Interchangeability.</U>
Any Exchange of the Debt Instrument per the Exchange Agreement, in whole or in part, for any shares of Series C Preferred Stock
may be reversed at any time by the holder of the Series C Preferred Stock, in its sole option, for (i) non-payment, when due, of
any Interest from the Series C Preferred Stock (which Interest the holder had not previously agreed in writing to be accrued, see
Section 3 above), or (ii) any item constituting &ldquo;Default&rdquo; as stated in the Debt Instrument that remains uncured for
thirty (30) calendar days, or (iii) by mutual agreement of the holder and the Corporation (the &ldquo;Interchange&rdquo;). Such
reversal of the Exchange and the attendant cancellation of the Exchange Agreement shall be by written notice by the holder of the
Series C Preferred Stock to the Corporation; wherein the Debt Instrument, adjusted for changes due to any conversions of the Series
C Preferred Stock or Interest owed, accrued or paid, shall thereafter be interchanged back from the Series C Preferred Stock titled
to the holder, which Series C Preferred Stock shall be deemed cancelled by the Corporation within five (5) business days of said
written notice whether or not any physical stock certificate(s) representing the Series C Preferred Stock is returned to the Corporation.
The Corporation acknowledges that in such situation the Debt Instrument in its entirety, without amendment or restatement of its
terms and conditions, and as of its original issuance date, shall return to being an irrevocable obligation of the Corporation
to its holder, and that for purposes of Rule 144 and its sub-section (d)(3)(ii), the Debt Instrument exchanged for the Series C
Preferred Stock shall retain its original tacking period as pertains to any subsequent conversions of the Debt Instrument for common
stock of the Corporation. Any such Interchange of the Series C Preferred Stock to the Debt Instrument shall be authorized by</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">resolution of the Board of Directors of the Corporation
within five (5) business days of written notice of said Interchange by the holder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Conversion</U>. The holders
of Series C Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series C Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series C Preferred Stock being converted. Conditioned upon the foregoing, each share of Series C Preferred Stock
shall automatically convert at the sole option of its holder into fully paid and non-assessable shares of Common Stock of the Corporation,
wherein the quantity of shares of Common Stock being issued per share of Series C Preferred Stock shall be calculated at a price
per share equal to the average of the five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock
during the twenty (20) trading day prior to the date of each such conversion, such that the total quantity of shares of Common
Stock being issued per conversion of each share of Preferred Stock equals the Exchange Value ($1.00) (the &ldquo;Series C Conversion
Formula&rdquo;). The holding period for the Common Stock issued upon any Conversion shall be deemed to have commenced on the date
the underlying Debt Instrument to the Series C Preferred Stock was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 5(a) shall have occurred, holders of the Series C Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred
Stock. The Corporation shall, within not more than five (5) business days, issue and deliver to such holder of Series C Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 5(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series C Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series C Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series C Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 5(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">authorized to increase its authorized but unissued
shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 5 to be given to the holders of shares of Series C Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, and provided that the holder
of the of Series C Preferred Stock has not issued a written notice to the Corporation pertaining to an Interchange of the Series
C Preferred Stock for its underlying Debt Instrument, in whole or in part, at the option of the Corporation and with the prior
written approval of the holder of the of Series C Preferred Stock, the Corporation shall have the right, in whole or in part, to
redeem that number of shares of Series C Preferred Stock held by any holder of Series C Preferred Stock and specified in a written
notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to said holder, by paying said holder, in cash in immediately
available funds or in cash or other consideration acceptable to said holder per a separate agreement for the redemption of the
Series C Preferred Stock over time, an amount per share of Series C Preferred Stock identified in the Redemption Notice, calculated
on the date of said Redemption Notice such that it is not less than the Series C Conversion Formula per share per Section 5 (a)
above, plus any accrued and unpaid Interest per share to the date of the Redemption Notice, any fees or penalties that may occur
from the terms and conditions of the Exchange Agreement, and any declared but unpaid dividends per share of Series C Preferred
Stock. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series C Preferred
Stock Redemption Price&rdquo;. Each holder of the of Series C Preferred Stock, in its sole judgement and discretion, shall have
the option to accept or reject the Series C Preferred Stock Redemption Price stated in the Redemption Notice, or to reject any
Redemption Notice in its entirety.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series C Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series C Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series C Preferred Stock Redemption Price, all rights in respect of the shares of Series C Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Voting Rights</U>. The holders
of shares of Series C Preferred Stock shall not have any voting rights with respect to any question upon which the holders of Common
Stock or other classes of Preferred Stock have the right to vote. Regardless of the preceding sentence, the holders of shares of
Series C Preferred Stock shall be entitled to any notice of, and their attendance at, any stockholders meeting in accordance with
the bylaws of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Dividends</U>. The holders
of Series C Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series C Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series C Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and each share
of Series C Preferred Stock shall continue to convert into shares of Common Stock of the Corporation per the preceding Section
5 pertaining to Series C Preferred Stock.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series C Preferred Stock shall be converted or redeemed pursuant to Section 5 or Section
6 hereof, the shares so converted or redeemed shall be canceled in full and shall not be available for re-issuance by the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Loss, Theft, Destruction
of Series C Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series C Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series C Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series C Preferred Stock, new shares of Series C Preferred Stock of like tenor. The Series C Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series C Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Notices</U>. The holders
of the Series C Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series C Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Severability</U>. If any
right, preference or limitation of the Series C Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">14) <U>Liquidation.</U> &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, B and C Preferred Stock and Common Stock,
according to each class&rsquo;s &ldquo;Rank&rdquo; as stated herein, pro rata based on the number of shares held by each such holder,
treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereof immediately
prior to such dissolution, liquidation or winding up of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;B Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">15) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series C Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series C Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series C Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fifth: POWERS RELATIVE TO BYLAWS:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors shall have
the power to adopt, amend or repeal the by-laws.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Sixth: DIRECTORS NOT PERSONALLY
LIABLE: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided
by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment
to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Seventh: The name and mailing address
of the incorporator are as follows Richard Davis, 3001 North Rocky Point East, Suite 200, Tampa, FL 33607.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Eighth: Other than the election
or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption
under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to
time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law
of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger),
by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation,
as may be amended from time to time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">I, The Undersigned, for the purpose
of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that
the facts herein stated are true, and I have accordingly hereunto set my hand on this December 26, 2017.</P>

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<TR>
    <TD STYLE="width: 3%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 96%; line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="3">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 0.75pt solid">/s/ Richard Davis</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, incorporator</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">&nbsp;</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt"></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"></P>

<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center; border-bottom: black 0.75pt solid"></P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">STATE OF DELAWARE<BR>
CERTIFICATE OF CONVERSION<BR>
FROM A NON-DELAWARE CORPORATION<BR>
TO A DELAWARE CORPORATION<BR>
PURSUANT TO SECTION 265 OF THE<BR>
DELAWARE GENERAL CORPORATION LAW</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt">1.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The jurisdiction where the Non-Delaware Corporation first formed is Colorado.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt; letter-spacing: 0.1pt">2.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The jurisdiction immediately prior to filing this Certificate is Colorado.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt; letter-spacing: 0.1pt">3.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The date the Non-Delaware Corporation first formed is August 1, 2013.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt">4.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The name of the Non-Delaware Corporation immediately prior to filing this Certificate is RCGR
SUB, Inc.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt">5.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The name of the Corporation as set forth in the Certificate of Incorporation is RCGR SUB, Inc.</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">IN WITNESS WHEREOF, the undersigned being duly authorized
to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate on December 26, 2017.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 1in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 1in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 4.5in">By: <U>/s/ Richard Davis</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 4.5in">Name: Richard Davis</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt 4.5in; text-align: justify">Title: Chief Executive Officer</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: right"><B></B></P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">STATE of DELAWARE</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">CERTIFICATE of INCORPORATION</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">A STOCK CORPORATION</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt 0.5in; text-align: justify; text-indent: -13pt">First:
The name of this Corporation is &ldquo;First Intercontinental Technology, Inc.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Second: Its registered office is
the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County
of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Third: The purpose of the corporation
is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fourth: (a) SHARES:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The total number of shares that
this Corporation is authorized to issue is 111,000,000, allocates as follows among these classes and series of stock:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Common Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">One class of stock shall be common
stock, $.0001 par value, of which the Corporation shall have the authority to issue 100,000,000 shares.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Preferred Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The second class of stock shall
be preferred stock,  $.0001 par value, of which the Corporation shall have the authority to issue 11,000,000 shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors of the Corporation
may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in the bylaws of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Of the 11,000,000 shares of preferred
stock authorized, 1,000,000 shall be designated as Series A Preferred Stock, 5,000,000 shares shall be designated as Series B Preferred
Stock, 5,000,000 shares shall be designated as Series C Preferred Stock, which shall have the designations, powers, preferences
and relative and other special rights and the following qualifications, limitations and restrictions set forth below:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series A Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The Board of Directors of the Corporation, pursuant to authority granted in the Articles of Incorporation, hereby creates a series
of preferred stock designated as Series A Preferred Stock (the &ldquo;Series A Preferred Stock&rdquo;) with a $.0001 par value
per share. The number of authorized shares constituting the Series A Preferred Stock shall be one million (1,000,000)&nbsp;shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Dividends</U>. The holders
of Series A Preferred Stock shall be entitled to receive dividends, payable via cash or stock in parity with the common stock holders.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Voting</U>. Except as otherwise
required by law, the holders of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the stockholders of the Corporation and shall have twenty thousand (20,000) votes for every one (1) share of Series A Preferred
Stock held pursuant to the provisions hereof at the record date for the determination of stockholders entitled to vote on such
matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law, the holders
of shares of Series A Preferred Stock and any other series of preferred stock with voting rights and the common stock shall vote
together as a single class, and not as separate classes.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Conversion</U>. The holders
of Series A Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each share of Series A Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series A Preferred Stock being converted. Conditioned upon the foregoing, each share of Series A Preferred Stock
shall automatically convert into one thousand (1,000) fully paid and non-assessable shares of Common Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Method of Conversion.</U>
Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall
surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for
the Series A Preferred Stock, and shall give written notice 15 business days prior to date of conversion to the Corporation at
its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate
or certificates for shares of common stock are to be issued. The Corporation shall, within five business days, issue and deliver
at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates
for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have
been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date
is referred to herein as the &ldquo;Conversion Date.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>Partial Conversion</U>.
In the event of the conversion of some but not all of the shares of Series A Preferred Stock represented by a certificate or certificates
surrendered, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series A Preferred Stock which were not converted.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>Status of Converted Stock</U>.
In the event any shares of Series A Preferred Stock shall be converted or otherwise acquired by the Corporation, the shares so
converted shall be canceled and shall resume the status of authorized shares of preferred stock without differentiation as to series.
All such shares may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance
set forth in the Articles of Incorporation or in any certificate of designation creating a series of preferred stock or any similar
stock or as otherwise required by law.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Transfer Taxes</U>. The
Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of
common stock upon conversion of any shares of Series A Preferred Stock, provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being
issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Adjustments to Conversion
Rate</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(i) <U>Subdivisions, Combinations
or Consolidations of Common Stock</U>. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated,
by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the
effective date of this Certificate of Designation, each a &ldquo;Subdivision, Combination or Consolidation of Common Stock&rdquo;,
any such Subdivision, Combination or Consolidation of Common Stock shall have no effect on the Series A Conversion Rate in effect
immediately prior to such Subdivision, Combination or Consolidation of Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(ii) <U>Reclassifications and Reorganizations.</U>
At any time after the date hereof, in the case, of any capital reorganization, merger or any reclassification of the stock of the
Corporation, the Series A Conversion Rate then in effect shall not be adjusted or changed in any way such that the number of outstanding
shares of Series A Preferred Stock in effect immediately prior to the record date of any such capital reorganization, merger or
any reclassification of the stock of the Corporation shall remain the same and there shall be no adjustment in the voting rights
stated herein of each share of Series A Preferred Stock and each share of Series A Preferred Stock shall continue to convert into
the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated in Section 4 (a). In exception to
the forgoing, if agreed in writing by any holder of Series A Preferred Stock prior to any capital reorganization, merger or any
reclassification of the stock of the Corporation, such holder may agree, in whole or in part, to amend the terms herein of the
Series A Preferred Stock such that the holder&rsquo;s shares of</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Series A Preferred Stock are convertible into the
kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have
been entitled if immediately prior to such reorganization or reclassification the holder&rsquo;s shares of the Series A Preferred
Stock had been so converted or exchanged in a matter as stated herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(iii) <U>Distributions Other Than
Cash Dividends Out of Retained Earnings</U>. If the Corporation shall declare a cash dividend upon its common stock payable otherwise
than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock, stock or other securities
of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options
or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Corporation convertible
into or exchangeable for common stock), then, in each such case, provision shall be made so that the holders of Series A Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount
of securities of the Corporation and other property which they would have received had their Series A Preferred Stock been converted
into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including
the date of conversion, retained such securities and other property receivable by them as aforesaid during such period.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Fractional Shares</U>. Fractional
shares of Series A Preferred Stock may be issued and all conversion, voting and other rights shall be applied to such fractional
shares on a proportional basis; provided, however, that in lieu of any fractional shares of common stock to which the holder of
Series A Preferred Stock would be entitled upon conversion or otherwise pursuant hereto, the Corporation shall issue to such holder,
one whole share of common stock. The number of whole shares to be issuable to each holder upon such conversion shall be determined
on the basis of the number of shares of common stock issuable upon conversion of the total number of shares of Series A Preferred
Stock of such holder at the time converting into common stock. &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Liquidation. </U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, Series B Preferred Stock and Series C Preferred
Stock, and common stock in order of rank wherein the Series A Preferred Stock is senior to all other classes of stock, followed
by the Series B Preferred Stock, the Series C Preferred Stock, and then the Common Stock of the Corporation. Any distribution resulting
from the liquidation, dissolution or winding up of the Corporation will be pro-rata to the quantity of votes each such share holds.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;A Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series A Preferred Stock of such decision, who shall have the right</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series A Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series A Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Redemption.</U> Series A
Preferred Shares are not redeemable.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series A Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series A Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and there shall
be no adjustment in the voting rights stated herein of each share of Series A Preferred Stock and each share of Series A Preferred
Stock shall continue to convert into the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated
in Section 4, &ldquo;a)&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>No Impairment.</U> Except
and to the extent as waived or consented to by the holder, or as otherwise provided herein, the Corporation shall not by any action,
including, without limitation, amending its Articles of Incorporation or Bylaws, 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 of the Series A Preferred Stock, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of holders
as set forth in this Certificate of Designations against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Loss, Theft, Destruction
of Series A Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series A Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series A Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series A Preferred Stock, new shares of Series A Preferred Stock of like tenor. The Series A Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series A Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Notices</U>. The holders
of the Series A Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section&nbsp;11 to be given to the holder of shares of the Series A Preferred
Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in
the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Severability</U>. If any
right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series A Preferred Stock shall rank junior to the Series C Preferred Stock and senior to
the Series B Preferred Stock, and the Common Stock.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series B Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and
Amounts</U>. The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series B Preferred
Stock.&rdquo; The number of shares constituting such series shall initially be five million (5,000,000) which number may from
time to time be changed by the Board of Directors. The Series B Preferred Stock shall be $.0001 par value per share. All
shares of Series B Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series B Preferred Stock shall rank junior to the Series A and Series C Preferred Stock,
and ahead of the Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Conversion</U>. The holders
of Series B Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series B Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series B Preferred Stock being converted. Conditioned upon the foregoing, each share of Series B Preferred Stock
shall automatically convert at the sole option of its holder into five hundred (500) fully paid and non-assessable shares of Common
Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 3(a) shall have occurred, holders of the Series B Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred
Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 3(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series B Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series B Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its
authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient
for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, at the option of the Corporation,
the Corporation shall have the right, in whole or in part, to redeem that number of shares of Series B Preferred Stock held by
any holder and specified in a written notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to the holder, by
paying to the holder, in cash in immediately available funds or in cash or other consideration acceptable to said holder per a
separate agreement for the redemption of the Series B Preferred Stock over time, an amount per share of Series B Preferred Stock
identified in the Redemption Notice, calculated on the date of said Redemption Notice such that it is equal to the average of the
five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock during the twenty (20) trading day prior
to the date of the Redemption Notice, which amount shall be multiplied by 500, plus any declared but unpaid dividends on each such
share. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series B Preferred
Stock Redemption Price&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series B Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series B Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series B Preferred Stock Redemption Price, all rights in respect of the shares of Series B Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Voting Rights</U>. The holders
of shares of Series B Preferred Stock shall have the right to four hundred (400) votes for each share of Series B Preferred Stock
held, 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 hereof, to notice of any stockholders meeting
in accordance with the bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and
any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series B Preferred
Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Dividends</U>. The holders
of Series B Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series B Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">effective date of such subdivision, combination or
reclassification shall not be adjusted or changed in any way such that the number of outstanding shares of Series B Preferred Stock
in effect immediately prior to the record date for such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall remain the same and there shall be no adjustment in the voting rights stated herein of each
share of Series B Preferred Stock and each share of Series B Preferred Stock shall continue to convert into the quantity of fully
paid and nonassessable share of Common Stock of the Corporation as stated in Section 3 (a).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series B Preferred Stock shall be converted or redeemed pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be canceled and shall be available for issuance by the Corporation in accordance
with the Corporation&rsquo;s Certificate of Incorporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Loss, Theft, Destruction
of Series B Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series B Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series B Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series B Preferred Stock, new shares of Series B Preferred Stock of like tenor. The Series B Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series B Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10.) <U>Notices</U>. The holders
of the Series B Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series B Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Severability</U>. If any
right, preference or limitation of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series B Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series B Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series B Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series B Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series C Preferred Stock
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series C Preferred Stock.&rdquo; The number
of shares constituting such series shall initially be five million (5,000,000) which number may from time to time be changed by
the Board of Directors. The par value of the Series</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">C Preferred Stock shall be  $.0001 par value.
All shares of Series C Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
or as to any other right or preference, the Series C Preferred Stock shall rank ahead of any other class of Preferred Stock and
Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Interest</U>. Each share
of the Series C Preferred Stock shall earn daily, compound interest at the rate of twelve percent (12%) of its &ldquo;Exchange
Value&rdquo; per share per Section 4(a), as calculated on a 365-day calendar year (the &ldquo;Interest) from the date of each such
share&rsquo;s issuance by authorization resolution of the Board of Directors of the Corporation. The Interest shall be accrued
per calendar quarter (an &ldquo;Accrual Period&rdquo;) and paid within thirty (30) days of the end of each such calendar quarter,
unless a respective holder of the shares of the Series C Preferred Stock provides written authorization to the Corporation to defer
said Interest payment to the due date for the next Accrual Period or to the end of the Corporation&rsquo;s fiscal year. For as
long as any shares of Series C Preferred Stock remain issued and outstanding, any and all accrued and unpaid Interest is to be
recorded on the books and records of the Corporation as a cumulative obligation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Exchangeability; Interchangeability</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exchangeability.</U> Each
share of Series C Preferred Stock is to be issued in exchange for one U.S. dollar ($1.00), (the &ldquo;Exchange Value&rdquo;) of
the outstanding balance at the time rounded up to next highest dollar, in whole or in part, of any convertible promissory note,
debenture or other form of debt instrument (each a &ldquo;Debt Instrument&rdquo;) issued by the Corporation to a debtholder (the
&ldquo;Debtholder&rdquo;) who is to receive the Series C Preferred Stock (the &ldquo;Exchange&rdquo;). Any such Exchange shall
be by written agreement between the Corporation and the Debtholder and may contain terms and conditions in addition to those included
herein (the &ldquo;Exchange Agreement&rdquo;) and the Exchange Agreement shall be approved by a resolution of the Board of Directors
of the Corporation prior to the Exchange occurring. It is understood by the Corporation and the Debtholder that the rights granted
to the Debtholder under the Debt Instrument being exchanged by the Corporation, and or any guarantors of the Debt Instrument shall
remain in full force and effect after the Exchange, until such time as the Series C Preferred Stock is either converted in full
to shares of common stock or redeemed per the terms and conditions of the following Section 6.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">For purposes of Rule 144 and sub-section
(d)(3)(ii) thereof, it is intended, understood and acknowledged that any of the Series C Preferred Stock issued upon Exchange shall
be deemed to have been acquired at the time the underlying Debt Instrument was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issued upon any Conversion (as hereinafter defined) of the Series C Preferred
Stock, in accordance with federal and state law and regulation, shall be deemed to have commenced on the date the Debt Instrument
was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Interchangeability.</U>
Any Exchange of the Debt Instrument per the Exchange Agreement, in whole or in part, for any shares of Series C Preferred Stock
may be reversed at any time by the holder of the Series C Preferred Stock, in its sole option, for (i) non-payment, when due, of
any Interest from the Series C Preferred Stock (which Interest the holder had not previously agreed in writing to be accrued, see
Section 3 above), or (ii) any item constituting &ldquo;Default&rdquo; as stated in the Debt Instrument that remains uncured for
thirty (30) calendar days, or (iii) by mutual agreement of the holder and the Corporation (the &ldquo;Interchange&rdquo;). Such
reversal of the Exchange and the attendant cancellation of the Exchange Agreement shall be by written notice by the holder of the
Series C Preferred Stock to the Corporation; wherein the Debt Instrument, adjusted for changes due to any conversions of the Series
C Preferred Stock or Interest owed, accrued or paid, shall thereafter be interchanged back from the Series C Preferred Stock titled
to the holder, which Series C Preferred Stock shall be deemed cancelled by the Corporation within five (5) business days of said
written notice whether or not any physical stock certificate(s) representing the Series C Preferred Stock is returned to the Corporation.
The Corporation acknowledges that in such situation the Debt Instrument in its entirety, without amendment or restatement of its
terms and conditions, and as of its original issuance date, shall return to being an irrevocable obligation of the Corporation
to its holder, and that for purposes of Rule 144 and its sub-section (d)(3)(ii), the Debt Instrument exchanged for the Series C
Preferred Stock shall retain its original tacking period as pertains to any subsequent conversions of the Debt Instrument for common
stock of the Corporation. Any such Interchange of the Series C Preferred Stock to the Debt Instrument shall be authorized by</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">resolution of the Board of Directors of the Corporation
within five (5) business days of written notice of said Interchange by the holder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Conversion</U>. The holders
of Series C Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series C Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series C Preferred Stock being converted. Conditioned upon the foregoing, each share of Series C Preferred Stock
shall automatically convert at the sole option of its holder into fully paid and non-assessable shares of Common Stock of the Corporation,
wherein the quantity of shares of Common Stock being issued per share of Series C Preferred Stock shall be calculated at a price
per share equal to the average of the five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock
during the twenty (20) trading day prior to the date of each such conversion, such that the total quantity of shares of Common
Stock being issued per conversion of each share of Preferred Stock equals the Exchange Value ($1.00) (the &ldquo;Series C Conversion
Formula&rdquo;). The holding period for the Common Stock issued upon any Conversion shall be deemed to have commenced on the date
the underlying Debt Instrument to the Series C Preferred Stock was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 5(a) shall have occurred, holders of the Series C Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred
Stock. The Corporation shall, within not more than five (5) business days, issue and deliver to such holder of Series C Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 5(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series C Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series C Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series C Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 5(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">authorized to increase its authorized but unissued
shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 5 to be given to the holders of shares of Series C Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, and provided that the holder
of the of Series C Preferred Stock has not issued a written notice to the Corporation pertaining to an Interchange of the Series
C Preferred Stock for its underlying Debt Instrument, in whole or in part, at the option of the Corporation and with the prior
written approval of the holder of the of Series C Preferred Stock, the Corporation shall have the right, in whole or in part, to
redeem that number of shares of Series C Preferred Stock held by any holder of Series C Preferred Stock and specified in a written
notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to said holder, by paying said holder, in cash in immediately
available funds or in cash or other consideration acceptable to said holder per a separate agreement for the redemption of the
Series C Preferred Stock over time, an amount per share of Series C Preferred Stock identified in the Redemption Notice, calculated
on the date of said Redemption Notice such that it is not less than the Series C Conversion Formula per share per Section 5 (a)
above, plus any accrued and unpaid Interest per share to the date of the Redemption Notice, any fees or penalties that may occur
from the terms and conditions of the Exchange Agreement, and any declared but unpaid dividends per share of Series C Preferred
Stock. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series C Preferred
Stock Redemption Price&rdquo;. Each holder of the of Series C Preferred Stock, in its sole judgement and discretion, shall have
the option to accept or reject the Series C Preferred Stock Redemption Price stated in the Redemption Notice, or to reject any
Redemption Notice in its entirety.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series C Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series C Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series C Preferred Stock Redemption Price, all rights in respect of the shares of Series C Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Voting Rights</U>. The holders
of shares of Series C Preferred Stock shall not have any voting rights with respect to any question upon which the holders of Common
Stock or other classes of Preferred Stock have the right to vote. Regardless of the preceding sentence, the holders of shares of
Series C Preferred Stock shall be entitled to any notice of, and their attendance at, any stockholders meeting in accordance with
the bylaws of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Dividends</U>. The holders
of Series C Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series C Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series C Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and each share
of Series C Preferred Stock shall continue to convert into shares of Common Stock of the Corporation per the preceding Section
5 pertaining to Series C Preferred Stock.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series C Preferred Stock shall be converted or redeemed pursuant to Section 5 or Section
6 hereof, the shares so converted or redeemed shall be canceled in full and shall not be available for re-issuance by the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Loss, Theft, Destruction
of Series C Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series C Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series C Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series C Preferred Stock, new shares of Series C Preferred Stock of like tenor. The Series C Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series C Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Notices</U>. The holders
of the Series C Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series C Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Severability</U>. If any
right, preference or limitation of the Series C Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">14) <U>Liquidation.</U> &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, B and C Preferred Stock and Common Stock,
according to each class&rsquo;s &ldquo;Rank&rdquo; as stated herein, pro rata based on the number of shares held by each such holder,
treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereof immediately
prior to such dissolution, liquidation or winding up of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;B Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">15) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series C Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series C Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series C Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fifth: POWERS RELATIVE TO BYLAWS:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors shall have
the power to adopt, amend or repeal the by-laws.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Sixth: DIRECTORS NOT PERSONALLY
LIABLE: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided
by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment
to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Seventh: The name and mailing address
of the incorporator are as follows Richard Davis, 3001 North Rocky Point East, Suite 200, Tampa, FL 33607.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Eighth: Other than the election
or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption
under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to
time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law
of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger),
by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation,
as may be amended from time to time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">I, The Undersigned, for the purpose
of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that
the facts herein stated are true, and I have accordingly hereunto set my hand on this December 26, 2017.</P>

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<TR>
    <TD STYLE="width: 2%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 97%; line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="3">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 0.75pt solid">/s/ Richard Davis</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, incorporator</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">&nbsp;</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: right"><B></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">STATE of DELAWARE</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">CERTIFICATE of INCORPORATION</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">A STOCK CORPORATION</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt 0.5in; text-align: justify; text-indent: -13pt">First:
The name of this Corporation is Intercontinental Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Second: Its registered office is
the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County
of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Third: The purpose of the corporation
is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fourth: (a) SHARES:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The total number of shares that
this Corporation is authorized to issue is 111,000,000, allocates as follows among these classes and series of stock:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Common Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">One class of stock shall be common
stock, $.0001  par value, of which the Corporation shall have the authority to issue 100,000,000 shares.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Preferred Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The second class of stock shall
be preferred stock, $.0001 par value, of which the Corporation shall have the authority to issue 11,000,000 shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors of the Corporation
may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in the bylaws of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Of the 11,000,000 shares of preferred
stock authorized, 1,000,000 shall be designated as Series A Preferred Stock, 5,000,000 shares shall be designated as Series B Preferred
Stock, 5,000,000 shares shall be designated as Series C Preferred Stock, which shall have the designations, powers, preferences
and relative and other special rights and the following qualifications, limitations and restrictions set forth below:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series A Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The Board of Directors of the Corporation, pursuant to authority granted in the Articles of Incorporation, hereby creates a series
of preferred stock designated as Series A Preferred Stock (the &ldquo;Series A Preferred Stock&rdquo;) with a $.0001 par value
per share. The number of authorized shares constituting the Series A Preferred Stock shall be one million (1,000,000)&nbsp;shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Dividends</U>. The holders
of Series A Preferred Stock shall be entitled to receive dividends, payable via cash or stock in parity with the common stock holders.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Voting</U>. Except as otherwise
required by law, the holders of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the stockholders of the Corporation and shall have twenty thousand (20,000) votes for every one (1) share of Series A Preferred
Stock held pursuant to the provisions hereof at the record date for the determination of stockholders entitled to vote on such
matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law, the holders
of shares of Series A Preferred Stock and any other series of preferred stock with voting rights and the common stock shall vote
together as a single class, and not as separate classes.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Conversion</U>. The holders
of Series A Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each share of Series A Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series A Preferred Stock being converted. Conditioned upon the foregoing, each share of Series A Preferred Stock
shall automatically convert into one thousand (1,000) fully paid and non-assessable shares of Common Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Method of Conversion.</U>
Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall
surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for
the Series A Preferred Stock, and shall give written notice 15 business days prior to date of conversion to the Corporation at
its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate
or certificates for shares of common stock are to be issued. The Corporation shall, within five business days, issue and deliver
at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates
for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have
been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date
is referred to herein as the &ldquo;Conversion Date.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>Partial Conversion</U>.
In the event of the conversion of some but not all of the shares of Series A Preferred Stock represented by a certificate or certificates
surrendered, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series A Preferred Stock which were not converted.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>Status of Converted Stock</U>.
In the event any shares of Series A Preferred Stock shall be converted or otherwise acquired by the Corporation, the shares so
converted shall be canceled and shall resume the status of authorized shares of preferred stock without differentiation as to series.
All such shares may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance
set forth in the Articles of Incorporation or in any certificate of designation creating a series of preferred stock or any similar
stock or as otherwise required by law.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Transfer Taxes</U>. The
Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of
common stock upon conversion of any shares of Series A Preferred Stock, provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being
issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Adjustments to Conversion
Rate</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(i) <U>Subdivisions, Combinations
or Consolidations of Common Stock</U>. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated,
by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the
effective date of this Certificate of Designation, each a &ldquo;Subdivision, Combination or Consolidation of Common Stock&rdquo;,
any such Subdivision, Combination or Consolidation of Common Stock shall have no effect on the Series A Conversion Rate in effect
immediately prior to such Subdivision, Combination or Consolidation of Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(ii) <U>Reclassifications and Reorganizations.</U>
At any time after the date hereof, in the case, of any capital reorganization, merger or any reclassification of the stock of the
Corporation, the Series A Conversion Rate then in effect shall not be adjusted or changed in any way such that the number of outstanding
shares of Series A Preferred Stock in effect immediately prior to the record date of any such capital reorganization, merger or
any reclassification of the stock of the Corporation shall remain the same and there shall be no adjustment in the voting rights
stated herein of each share of Series A Preferred Stock and each share of Series A Preferred Stock shall continue to convert into
the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated in Section 4 (a). In exception to
the forgoing, if agreed in writing by any holder of Series A Preferred Stock prior to any capital reorganization, merger or any
reclassification of the stock of the Corporation, such holder may agree, in whole or in part, to amend the terms herein of the
Series A Preferred Stock such that the holder&rsquo;s shares of</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Series A Preferred Stock are convertible into the
kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have
been entitled if immediately prior to such reorganization or reclassification the holder&rsquo;s shares of the Series A Preferred
Stock had been so converted or exchanged in a matter as stated herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(iii) <U>Distributions Other Than
Cash Dividends Out of Retained Earnings</U>. If the Corporation shall declare a cash dividend upon its common stock payable otherwise
than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock, stock or other securities
of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options
or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Corporation convertible
into or exchangeable for common stock), then, in each such case, provision shall be made so that the holders of Series A Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount
of securities of the Corporation and other property which they would have received had their Series A Preferred Stock been converted
into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including
the date of conversion, retained such securities and other property receivable by them as aforesaid during such period.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Fractional Shares</U>. Fractional
shares of Series A Preferred Stock may be issued and all conversion, voting and other rights shall be applied to such fractional
shares on a proportional basis; provided, however, that in lieu of any fractional shares of common stock to which the holder of
Series A Preferred Stock would be entitled upon conversion or otherwise pursuant hereto, the Corporation shall issue to such holder,
one whole share of common stock. The number of whole shares to be issuable to each holder upon such conversion shall be determined
on the basis of the number of shares of common stock issuable upon conversion of the total number of shares of Series A Preferred
Stock of such holder at the time converting into common stock. &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Liquidation. </U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, Series B Preferred Stock and Series C Preferred
Stock, and common stock in order of rank wherein the Series A Preferred Stock is senior to all other classes of stock, followed
by the Series B Preferred Stock, the Series C Preferred Stock, and then the Common Stock of the Corporation. Any distribution resulting
from the liquidation, dissolution or winding up of the Corporation will be pro-rata to the quantity of votes each such share holds.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;A Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series A Preferred Stock of such decision, who shall have the right</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series A Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series A Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Redemption.</U> Series A
Preferred Shares are not redeemable.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series A Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series A Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and there shall
be no adjustment in the voting rights stated herein of each share of Series A Preferred Stock and each share of Series A Preferred
Stock shall continue to convert into the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated
in Section 4, &ldquo;a)&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>No Impairment.</U> Except
and to the extent as waived or consented to by the holder, or as otherwise provided herein, the Corporation shall not by any action,
including, without limitation, amending its Articles of Incorporation or Bylaws, 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 of the Series A Preferred Stock, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of holders
as set forth in this Certificate of Designations against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Loss, Theft, Destruction
of Series A Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series A Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series A Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series A Preferred Stock, new shares of Series A Preferred Stock of like tenor. The Series A Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series A Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Notices</U>. The holders
of the Series A Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section&nbsp;11 to be given to the holder of shares of the Series A Preferred
Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in
the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Severability</U>. If any
right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series A Preferred Stock shall rank junior to the Series C Preferred Stock and senior to
the Series B Preferred Stock, and the Common Stock.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series B Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and
Amounts</U>. The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series B Preferred
Stock.&rdquo; The number of shares constituting such series shall initially be five million (5,000,000) which number may from
time to time be changed by the Board of Directors. The Series B Preferred Stock shall be  $.0001 par value per share. All
shares of Series B Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series B Preferred Stock shall rank junior to the Series A and Series C Preferred Stock,
and ahead of the Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Conversion</U>. The holders
of Series B Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series B Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series B Preferred Stock being converted. Conditioned upon the foregoing, each share of Series B Preferred Stock
shall automatically convert at the sole option of its holder into five hundred (500) fully paid and non-assessable shares of Common
Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 3(a) shall have occurred, holders of the Series B Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred
Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 3(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series B Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series B Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its
authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient
for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, at the option of the Corporation,
the Corporation shall have the right, in whole or in part, to redeem that number of shares of Series B Preferred Stock held by
any holder and specified in a written notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to the holder, by
paying to the holder, in cash in immediately available funds or in cash or other consideration acceptable to said holder per a
separate agreement for the redemption of the Series B Preferred Stock over time, an amount per share of Series B Preferred Stock
identified in the Redemption Notice, calculated on the date of said Redemption Notice such that it is equal to the average of the
five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock during the twenty (20) trading day prior
to the date of the Redemption Notice, which amount shall be multiplied by 500, plus any declared but unpaid dividends on each such
share. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series B Preferred
Stock Redemption Price&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series B Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series B Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series B Preferred Stock Redemption Price, all rights in respect of the shares of Series B Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Voting Rights</U>. The holders
of shares of Series B Preferred Stock shall have the right to four hundred (400) votes for each share of Series B Preferred Stock
held, 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 hereof, to notice of any stockholders meeting
in accordance with the bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and
any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series B Preferred
Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Dividends</U>. The holders
of Series B Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series B Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">effective date of such subdivision, combination or
reclassification shall not be adjusted or changed in any way such that the number of outstanding shares of Series B Preferred Stock
in effect immediately prior to the record date for such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall remain the same and there shall be no adjustment in the voting rights stated herein of each
share of Series B Preferred Stock and each share of Series B Preferred Stock shall continue to convert into the quantity of fully
paid and nonassessable share of Common Stock of the Corporation as stated in Section 3 (a).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series B Preferred Stock shall be converted or redeemed pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be canceled and shall be available for issuance by the Corporation in accordance
with the Corporation&rsquo;s Certificate of Incorporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Loss, Theft, Destruction
of Series B Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series B Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series B Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series B Preferred Stock, new shares of Series B Preferred Stock of like tenor. The Series B Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series B Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10.) <U>Notices</U>. The holders
of the Series B Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series B Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Severability</U>. If any
right, preference or limitation of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series B Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series B Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series B Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series B Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series C Preferred Stock
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series C Preferred Stock.&rdquo; The number
of shares constituting such series shall initially be five million (5,000,000) which number may from time to time be changed by
the Board of Directors. The par value of the Series</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">C Preferred Stock shall be  $.0001 par value.
All shares of Series C Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
or as to any other right or preference, the Series C Preferred Stock shall rank ahead of any other class of Preferred Stock and
Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Interest</U>. Each share
of the Series C Preferred Stock shall earn daily, compound interest at the rate of twelve percent (12%) of its &ldquo;Exchange
Value&rdquo; per share per Section 4(a), as calculated on a 365-day calendar year (the &ldquo;Interest) from the date of each such
share&rsquo;s issuance by authorization resolution of the Board of Directors of the Corporation. The Interest shall be accrued
per calendar quarter (an &ldquo;Accrual Period&rdquo;) and paid within thirty (30) days of the end of each such calendar quarter,
unless a respective holder of the shares of the Series C Preferred Stock provides written authorization to the Corporation to defer
said Interest payment to the due date for the next Accrual Period or to the end of the Corporation&rsquo;s fiscal year. For as
long as any shares of Series C Preferred Stock remain issued and outstanding, any and all accrued and unpaid Interest is to be
recorded on the books and records of the Corporation as a cumulative obligation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Exchangeability; Interchangeability</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exchangeability.</U> Each
share of Series C Preferred Stock is to be issued in exchange for one U.S. dollar ($1.00), (the &ldquo;Exchange Value&rdquo;) of
the outstanding balance at the time rounded up to next highest dollar, in whole or in part, of any convertible promissory note,
debenture or other form of debt instrument (each a &ldquo;Debt Instrument&rdquo;) issued by the Corporation to a debtholder (the
&ldquo;Debtholder&rdquo;) who is to receive the Series C Preferred Stock (the &ldquo;Exchange&rdquo;). Any such Exchange shall
be by written agreement between the Corporation and the Debtholder and may contain terms and conditions in addition to those included
herein (the &ldquo;Exchange Agreement&rdquo;) and the Exchange Agreement shall be approved by a resolution of the Board of Directors
of the Corporation prior to the Exchange occurring. It is understood by the Corporation and the Debtholder that the rights granted
to the Debtholder under the Debt Instrument being exchanged by the Corporation, and or any guarantors of the Debt Instrument shall
remain in full force and effect after the Exchange, until such time as the Series C Preferred Stock is either converted in full
to shares of common stock or redeemed per the terms and conditions of the following Section 6.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">For purposes of Rule 144 and sub-section
(d)(3)(ii) thereof, it is intended, understood and acknowledged that any of the Series C Preferred Stock issued upon Exchange shall
be deemed to have been acquired at the time the underlying Debt Instrument was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issued upon any Conversion (as hereinafter defined) of the Series C Preferred
Stock, in accordance with federal and state law and regulation, shall be deemed to have commenced on the date the Debt Instrument
was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Interchangeability.</U>
Any Exchange of the Debt Instrument per the Exchange Agreement, in whole or in part, for any shares of Series C Preferred Stock
may be reversed at any time by the holder of the Series C Preferred Stock, in its sole option, for (i) non-payment, when due, of
any Interest from the Series C Preferred Stock (which Interest the holder had not previously agreed in writing to be accrued, see
Section 3 above), or (ii) any item constituting &ldquo;Default&rdquo; as stated in the Debt Instrument that remains uncured for
thirty (30) calendar days, or (iii) by mutual agreement of the holder and the Corporation (the &ldquo;Interchange&rdquo;). Such
reversal of the Exchange and the attendant cancellation of the Exchange Agreement shall be by written notice by the holder of the
Series C Preferred Stock to the Corporation; wherein the Debt Instrument, adjusted for changes due to any conversions of the Series
C Preferred Stock or Interest owed, accrued or paid, shall thereafter be interchanged back from the Series C Preferred Stock titled
to the holder, which Series C Preferred Stock shall be deemed cancelled by the Corporation within five (5) business days of said
written notice whether or not any physical stock certificate(s) representing the Series C Preferred Stock is returned to the Corporation.
The Corporation acknowledges that in such situation the Debt Instrument in its entirety, without amendment or restatement of its
terms and conditions, and as of its original issuance date, shall return to being an irrevocable obligation of the Corporation
to its holder, and that for purposes of Rule 144 and its sub-section (d)(3)(ii), the Debt Instrument exchanged for the Series C
Preferred Stock shall retain its original tacking period as pertains to any subsequent conversions of the Debt Instrument for common
stock of the Corporation. Any such Interchange of the Series C Preferred Stock to the Debt Instrument shall be authorized by</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">resolution of the Board of Directors of the Corporation
within five (5) business days of written notice of said Interchange by the holder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Conversion</U>. The holders
of Series C Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series C Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series C Preferred Stock being converted. Conditioned upon the foregoing, each share of Series C Preferred Stock
shall automatically convert at the sole option of its holder into fully paid and non-assessable shares of Common Stock of the Corporation,
wherein the quantity of shares of Common Stock being issued per share of Series C Preferred Stock shall be calculated at a price
per share equal to the average of the five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock
during the twenty (20) trading day prior to the date of each such conversion, such that the total quantity of shares of Common
Stock being issued per conversion of each share of Preferred Stock equals the Exchange Value ($1.00) (the &ldquo;Series C Conversion
Formula&rdquo;). The holding period for the Common Stock issued upon any Conversion shall be deemed to have commenced on the date
the underlying Debt Instrument to the Series C Preferred Stock was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 5(a) shall have occurred, holders of the Series C Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred
Stock. The Corporation shall, within not more than five (5) business days, issue and deliver to such holder of Series C Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 5(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series C Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series C Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series C Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 5(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">authorized to increase its authorized but unissued
shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 5 to be given to the holders of shares of Series C Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, and provided that the holder
of the of Series C Preferred Stock has not issued a written notice to the Corporation pertaining to an Interchange of the Series
C Preferred Stock for its underlying Debt Instrument, in whole or in part, at the option of the Corporation and with the prior
written approval of the holder of the of Series C Preferred Stock, the Corporation shall have the right, in whole or in part, to
redeem that number of shares of Series C Preferred Stock held by any holder of Series C Preferred Stock and specified in a written
notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to said holder, by paying said holder, in cash in immediately
available funds or in cash or other consideration acceptable to said holder per a separate agreement for the redemption of the
Series C Preferred Stock over time, an amount per share of Series C Preferred Stock identified in the Redemption Notice, calculated
on the date of said Redemption Notice such that it is not less than the Series C Conversion Formula per share per Section 5 (a)
above, plus any accrued and unpaid Interest per share to the date of the Redemption Notice, any fees or penalties that may occur
from the terms and conditions of the Exchange Agreement, and any declared but unpaid dividends per share of Series C Preferred
Stock. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series C Preferred
Stock Redemption Price&rdquo;. Each holder of the of Series C Preferred Stock, in its sole judgement and discretion, shall have
the option to accept or reject the Series C Preferred Stock Redemption Price stated in the Redemption Notice, or to reject any
Redemption Notice in its entirety.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series C Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series C Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series C Preferred Stock Redemption Price, all rights in respect of the shares of Series C Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Voting Rights</U>. The holders
of shares of Series C Preferred Stock shall not have any voting rights with respect to any question upon which the holders of Common
Stock or other classes of Preferred Stock have the right to vote. Regardless of the preceding sentence, the holders of shares of
Series C Preferred Stock shall be entitled to any notice of, and their attendance at, any stockholders meeting in accordance with
the bylaws of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Dividends</U>. The holders
of Series C Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series C Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series C Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and each share
of Series C Preferred Stock shall continue to convert into shares of Common Stock of the Corporation per the preceding Section
5 pertaining to Series C Preferred Stock.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series C Preferred Stock shall be converted or redeemed pursuant to Section 5 or Section
6 hereof, the shares so converted or redeemed shall be canceled in full and shall not be available for re-issuance by the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Loss, Theft, Destruction
of Series C Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series C Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series C Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series C Preferred Stock, new shares of Series C Preferred Stock of like tenor. The Series C Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series C Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Notices</U>. The holders
of the Series C Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series C Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Severability</U>. If any
right, preference or limitation of the Series C Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">14) <U>Liquidation.</U> &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, B and C Preferred Stock and Common Stock,
according to each class&rsquo;s &ldquo;Rank&rdquo; as stated herein, pro rata based on the number of shares held by each such holder,
treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereof immediately
prior to such dissolution, liquidation or winding up of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;B Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">15) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series C Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series C Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series C Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fifth: POWERS RELATIVE TO BYLAWS:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors shall have
the power to adopt, amend or repeal the by-laws.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Sixth: DIRECTORS NOT PERSONALLY
LIABLE: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided
by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment
to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Seventh: The name and mailing address
of the incorporator are as follows Richard Davis, 3001 North Rocky Point East, Suite 200, Tampa, FL 33607.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Eighth: Other than the election
or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption
under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to
time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law
of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger),
by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation,
as may be amended from time to time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">I, The Undersigned, for the purpose
of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that
the facts herein stated are true, and I have accordingly hereunto set my hand on this December 26, 2017.</P>

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    <TD STYLE="width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 3%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 96%; line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="padding-right: 2.8pt; line-height: 107%">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 0.75pt solid">/s/ Richard Davis</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, incorporator</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD></TR>
</TABLE>

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<P STYLE="text-align: right"><B>EXHIBIT 3.1</B></P>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center; border-bottom: black 0.75pt solid">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 23pt">STATE of DELAWARE</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 23pt">CERTIFICATE of INCORPORATION</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 23pt">A STOCK CORPORATION</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">First: The name of this Corporation
is &ldquo;RCGR SUB, Inc.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Second: Its registered office is
the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County
of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Third: The purpose of the corporation
is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fourth: (a) SHARES:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The total number of shares that
this Corporation is authorized to issue is 111,000,000, allocates as follows among these classes and series of stock:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Common Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">One class of stock shall be common
stock,  $.0001 par value, of which the Corporation shall have the authority to issue 100,000,000 shares.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Preferred Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The second class of stock shall
be preferred stock, $.0001  par value, of which the Corporation shall have the authority to issue 11,000,000 shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors of the Corporation
may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in the bylaws of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Of the 11,000,000 shares of preferred
stock authorized, 1,000,000 shall be designated as Series A Preferred Stock, 5,000,000 shares shall be designated as Series B Preferred
Stock, 5,000,000 shares shall be designated as Series C Preferred Stock, which shall have the designations, powers, preferences
and relative and other special rights and the following qualifications, limitations and restrictions set forth below:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series A Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The Board of Directors of the Corporation, pursuant to authority granted in the Articles of Incorporation, hereby creates a series
of preferred stock designated as Series A Preferred Stock (the &ldquo;Series A Preferred Stock&rdquo;) with a $.0001 par value
per share. The number of authorized shares constituting the Series A Preferred Stock shall be one million (1,000,000)&nbsp;shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Dividends</U>. The holders
of Series A Preferred Stock shall be entitled to receive dividends, payable via cash or stock in parity with the common stock holders.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Voting</U>. Except as otherwise
required by law, the holders of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the stockholders of the Corporation and shall have twenty thousand (20,000) votes for every one (1) share of Series A Preferred
Stock held pursuant to the provisions hereof at the record date for the determination of stockholders entitled to vote on such
matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law, the holders
of shares of Series A Preferred Stock and any other series of preferred stock with voting rights and the common stock shall vote
together as a single class, and not as separate classes.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Conversion</U>. The holders
of Series A Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each share of Series A Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series A Preferred Stock being converted. Conditioned upon the foregoing, each share of Series A Preferred Stock
shall automatically convert into one thousand (1,000) fully paid and non-assessable shares of Common Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Method of Conversion.</U>
Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall
surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for
the Series A Preferred Stock, and shall give written notice 15 business days prior to date of conversion to the Corporation at
its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate
or certificates for shares of common stock are to be issued. The Corporation shall, within five business days, issue and deliver
at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates
for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have
been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date
is referred to herein as the &ldquo;Conversion Date.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>Partial Conversion</U>.
In the event of the conversion of some but not all of the shares of Series A Preferred Stock represented by a certificate or certificates
surrendered, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series A Preferred Stock which were not converted.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>Status of Converted Stock</U>.
In the event any shares of Series A Preferred Stock shall be converted or otherwise acquired by the Corporation, the shares so
converted shall be canceled and shall resume the status of authorized shares of preferred stock without differentiation as to series.
All such shares may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance
set forth in the Articles of Incorporation or in any certificate of designation creating a series of preferred stock or any similar
stock or as otherwise required by law.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Transfer Taxes</U>. The
Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of
common stock upon conversion of any shares of Series A Preferred Stock, provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being
issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Adjustments to Conversion
Rate</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(i) <U>Subdivisions, Combinations
or Consolidations of Common Stock</U>. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated,
by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the
effective date of this Certificate of Designation, each a &ldquo;Subdivision, Combination or Consolidation of Common Stock&rdquo;,
any such Subdivision, Combination or Consolidation of Common Stock shall have no effect on the Series A Conversion Rate in effect
immediately prior to such Subdivision, Combination or Consolidation of Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(ii) <U>Reclassifications and Reorganizations.</U>
At any time after the date hereof, in the case, of any capital reorganization, merger or any reclassification of the stock of the
Corporation, the Series A Conversion Rate then in effect shall not be adjusted or changed in any way such that the number of outstanding
shares of Series A Preferred Stock in effect immediately prior to the record date of any such capital reorganization, merger or
any reclassification of the stock of the Corporation shall remain the same and there shall be no adjustment in the voting rights
stated herein of each share of Series A Preferred Stock and each share of Series A Preferred Stock shall continue to convert into
the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated in Section 4 (a). In exception to
the forgoing, if agreed in writing by any holder of Series A Preferred Stock prior to any capital reorganization, merger or any
reclassification of the stock of the Corporation, such holder may agree, in whole or in part, to amend the terms herein of the
Series A Preferred Stock such that the holder&rsquo;s shares of</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Series A Preferred Stock are convertible into the
kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have
been entitled if immediately prior to such reorganization or reclassification the holder&rsquo;s shares of the Series A Preferred
Stock had been so converted or exchanged in a matter as stated herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(iii) <U>Distributions Other Than
Cash Dividends Out of Retained Earnings</U>. If the Corporation shall declare a cash dividend upon its common stock payable otherwise
than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock, stock or other securities
of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options
or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Corporation convertible
into or exchangeable for common stock), then, in each such case, provision shall be made so that the holders of Series A Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount
of securities of the Corporation and other property which they would have received had their Series A Preferred Stock been converted
into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including
the date of conversion, retained such securities and other property receivable by them as aforesaid during such period.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Fractional Shares</U>. Fractional
shares of Series A Preferred Stock may be issued and all conversion, voting and other rights shall be applied to such fractional
shares on a proportional basis; provided, however, that in lieu of any fractional shares of common stock to which the holder of
Series A Preferred Stock would be entitled upon conversion or otherwise pursuant hereto, the Corporation shall issue to such holder,
one whole share of common stock. The number of whole shares to be issuable to each holder upon such conversion shall be determined
on the basis of the number of shares of common stock issuable upon conversion of the total number of shares of Series A Preferred
Stock of such holder at the time converting into common stock. &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Liquidation. </U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, Series B Preferred Stock and Series C Preferred
Stock, and common stock in order of rank wherein the Series A Preferred Stock is senior to all other classes of stock, followed
by the Series B Preferred Stock, the Series C Preferred Stock, and then the Common Stock of the Corporation. Any distribution resulting
from the liquidation, dissolution or winding up of the Corporation will be pro-rata to the quantity of votes each such share holds.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;A Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series A Preferred Stock of such decision, who shall have the right</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series A Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series A Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Redemption.</U> Series A
Preferred Shares are not redeemable.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series A Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series A Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and there shall
be no adjustment in the voting rights stated herein of each share of Series A Preferred Stock and each share of Series A Preferred
Stock shall continue to convert into the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated
in Section 4, &ldquo;a)&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>No Impairment.</U> Except
and to the extent as waived or consented to by the holder, or as otherwise provided herein, the Corporation shall not by any action,
including, without limitation, amending its Articles of Incorporation or Bylaws, 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 of the Series A Preferred Stock, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of holders
as set forth in this Certificate of Designations against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Loss, Theft, Destruction
of Series A Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series A Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series A Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series A Preferred Stock, new shares of Series A Preferred Stock of like tenor. The Series A Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series A Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Notices</U>. The holders
of the Series A Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section&nbsp;11 to be given to the holder of shares of the Series A Preferred
Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in
the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Severability</U>. If any
right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series A Preferred Stock shall rank junior to the Series C Preferred Stock and senior to
the Series B Preferred Stock, and the Common Stock.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series B Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and
Amounts</U>. The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series B Preferred
Stock.&rdquo; The number of shares constituting such series shall initially be five million (5,000,000) which number may from
time to time be changed by the Board of Directors. The Series B Preferred Stock shall be $.0001  par value per share. All
shares of Series B Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series B Preferred Stock shall rank junior to the Series A and Series C Preferred Stock,
and ahead of the Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Conversion</U>. The holders
of Series B Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series B Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series B Preferred Stock being converted. Conditioned upon the foregoing, each share of Series B Preferred Stock
shall automatically convert at the sole option of its holder into five hundred (500) fully paid and non-assessable shares of Common
Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 3(a) shall have occurred, holders of the Series B Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred
Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 3(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series B Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series B Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its
authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient
for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, at the option of the Corporation,
the Corporation shall have the right, in whole or in part, to redeem that number of shares of Series B Preferred Stock held by
any holder and specified in a written notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to the holder, by
paying to the holder, in cash in immediately available funds or in cash or other consideration acceptable to said holder per a
separate agreement for the redemption of the Series B Preferred Stock over time, an amount per share of Series B Preferred Stock
identified in the Redemption Notice, calculated on the date of said Redemption Notice such that it is equal to the average of the
five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock during the twenty (20) trading day prior
to the date of the Redemption Notice, which amount shall be multiplied by 500, plus any declared but unpaid dividends on each such
share. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series B Preferred
Stock Redemption Price&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series B Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series B Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series B Preferred Stock Redemption Price, all rights in respect of the shares of Series B Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Voting Rights</U>. The holders
of shares of Series B Preferred Stock shall have the right to four hundred (400) votes for each share of Series B Preferred Stock
held, 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 hereof, to notice of any stockholders meeting
in accordance with the bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and
any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series B Preferred
Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Dividends</U>. The holders
of Series B Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series B Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">effective date of such subdivision, combination or
reclassification shall not be adjusted or changed in any way such that the number of outstanding shares of Series B Preferred Stock
in effect immediately prior to the record date for such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall remain the same and there shall be no adjustment in the voting rights stated herein of each
share of Series B Preferred Stock and each share of Series B Preferred Stock shall continue to convert into the quantity of fully
paid and nonassessable share of Common Stock of the Corporation as stated in Section 3 (a).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series B Preferred Stock shall be converted or redeemed pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be canceled and shall be available for issuance by the Corporation in accordance
with the Corporation&rsquo;s Certificate of Incorporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Loss, Theft, Destruction
of Series B Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series B Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series B Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series B Preferred Stock, new shares of Series B Preferred Stock of like tenor. The Series B Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series B Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10.) <U>Notices</U>. The holders
of the Series B Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series B Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Severability</U>. If any
right, preference or limitation of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series B Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series B Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series B Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series B Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series C Preferred Stock
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series C Preferred Stock.&rdquo; The number
of shares constituting such series shall initially be five million (5,000,000) which number may from time to time be changed by
the Board of Directors. The par value of the Series</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">C Preferred Stock shall be $.0001  par value.
All shares of Series C Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
or as to any other right or preference, the Series C Preferred Stock shall rank ahead of any other class of Preferred Stock and
Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Interest</U>. Each share
of the Series C Preferred Stock shall earn daily, compound interest at the rate of twelve percent (12%) of its &ldquo;Exchange
Value&rdquo; per share per Section 4(a), as calculated on a 365-day calendar year (the &ldquo;Interest) from the date of each such
share&rsquo;s issuance by authorization resolution of the Board of Directors of the Corporation. The Interest shall be accrued
per calendar quarter (an &ldquo;Accrual Period&rdquo;) and paid within thirty (30) days of the end of each such calendar quarter,
unless a respective holder of the shares of the Series C Preferred Stock provides written authorization to the Corporation to defer
said Interest payment to the due date for the next Accrual Period or to the end of the Corporation&rsquo;s fiscal year. For as
long as any shares of Series C Preferred Stock remain issued and outstanding, any and all accrued and unpaid Interest is to be
recorded on the books and records of the Corporation as a cumulative obligation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Exchangeability; Interchangeability</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exchangeability.</U> Each
share of Series C Preferred Stock is to be issued in exchange for one U.S. dollar ($1.00), (the &ldquo;Exchange Value&rdquo;) of
the outstanding balance at the time rounded up to next highest dollar, in whole or in part, of any convertible promissory note,
debenture or other form of debt instrument (each a &ldquo;Debt Instrument&rdquo;) issued by the Corporation to a debtholder (the
&ldquo;Debtholder&rdquo;) who is to receive the Series C Preferred Stock (the &ldquo;Exchange&rdquo;). Any such Exchange shall
be by written agreement between the Corporation and the Debtholder and may contain terms and conditions in addition to those included
herein (the &ldquo;Exchange Agreement&rdquo;) and the Exchange Agreement shall be approved by a resolution of the Board of Directors
of the Corporation prior to the Exchange occurring. It is understood by the Corporation and the Debtholder that the rights granted
to the Debtholder under the Debt Instrument being exchanged by the Corporation, and or any guarantors of the Debt Instrument shall
remain in full force and effect after the Exchange, until such time as the Series C Preferred Stock is either converted in full
to shares of common stock or redeemed per the terms and conditions of the following Section 6.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">For purposes of Rule 144 and sub-section
(d)(3)(ii) thereof, it is intended, understood and acknowledged that any of the Series C Preferred Stock issued upon Exchange shall
be deemed to have been acquired at the time the underlying Debt Instrument was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issued upon any Conversion (as hereinafter defined) of the Series C Preferred
Stock, in accordance with federal and state law and regulation, shall be deemed to have commenced on the date the Debt Instrument
was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Interchangeability.</U>
Any Exchange of the Debt Instrument per the Exchange Agreement, in whole or in part, for any shares of Series C Preferred Stock
may be reversed at any time by the holder of the Series C Preferred Stock, in its sole option, for (i) non-payment, when due, of
any Interest from the Series C Preferred Stock (which Interest the holder had not previously agreed in writing to be accrued, see
Section 3 above), or (ii) any item constituting &ldquo;Default&rdquo; as stated in the Debt Instrument that remains uncured for
thirty (30) calendar days, or (iii) by mutual agreement of the holder and the Corporation (the &ldquo;Interchange&rdquo;). Such
reversal of the Exchange and the attendant cancellation of the Exchange Agreement shall be by written notice by the holder of the
Series C Preferred Stock to the Corporation; wherein the Debt Instrument, adjusted for changes due to any conversions of the Series
C Preferred Stock or Interest owed, accrued or paid, shall thereafter be interchanged back from the Series C Preferred Stock titled
to the holder, which Series C Preferred Stock shall be deemed cancelled by the Corporation within five (5) business days of said
written notice whether or not any physical stock certificate(s) representing the Series C Preferred Stock is returned to the Corporation.
The Corporation acknowledges that in such situation the Debt Instrument in its entirety, without amendment or restatement of its
terms and conditions, and as of its original issuance date, shall return to being an irrevocable obligation of the Corporation
to its holder, and that for purposes of Rule 144 and its sub-section (d)(3)(ii), the Debt Instrument exchanged for the Series C
Preferred Stock shall retain its original tacking period as pertains to any subsequent conversions of the Debt Instrument for common
stock of the Corporation. Any such Interchange of the Series C Preferred Stock to the Debt Instrument shall be authorized by</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">resolution of the Board of Directors of the Corporation
within five (5) business days of written notice of said Interchange by the holder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Conversion</U>. The holders
of Series C Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series C Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series C Preferred Stock being converted. Conditioned upon the foregoing, each share of Series C Preferred Stock
shall automatically convert at the sole option of its holder into fully paid and non-assessable shares of Common Stock of the Corporation,
wherein the quantity of shares of Common Stock being issued per share of Series C Preferred Stock shall be calculated at a price
per share equal to the average of the five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock
during the twenty (20) trading day prior to the date of each such conversion, such that the total quantity of shares of Common
Stock being issued per conversion of each share of Preferred Stock equals the Exchange Value ($1.00) (the &ldquo;Series C Conversion
Formula&rdquo;). The holding period for the Common Stock issued upon any Conversion shall be deemed to have commenced on the date
the underlying Debt Instrument to the Series C Preferred Stock was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 5(a) shall have occurred, holders of the Series C Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred
Stock. The Corporation shall, within not more than five (5) business days, issue and deliver to such holder of Series C Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 5(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series C Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series C Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series C Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 5(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">authorized to increase its authorized but unissued
shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 5 to be given to the holders of shares of Series C Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, and provided that the holder
of the of Series C Preferred Stock has not issued a written notice to the Corporation pertaining to an Interchange of the Series
C Preferred Stock for its underlying Debt Instrument, in whole or in part, at the option of the Corporation and with the prior
written approval of the holder of the of Series C Preferred Stock, the Corporation shall have the right, in whole or in part, to
redeem that number of shares of Series C Preferred Stock held by any holder of Series C Preferred Stock and specified in a written
notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to said holder, by paying said holder, in cash in immediately
available funds or in cash or other consideration acceptable to said holder per a separate agreement for the redemption of the
Series C Preferred Stock over time, an amount per share of Series C Preferred Stock identified in the Redemption Notice, calculated
on the date of said Redemption Notice such that it is not less than the Series C Conversion Formula per share per Section 5 (a)
above, plus any accrued and unpaid Interest per share to the date of the Redemption Notice, any fees or penalties that may occur
from the terms and conditions of the Exchange Agreement, and any declared but unpaid dividends per share of Series C Preferred
Stock. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series C Preferred
Stock Redemption Price&rdquo;. Each holder of the of Series C Preferred Stock, in its sole judgement and discretion, shall have
the option to accept or reject the Series C Preferred Stock Redemption Price stated in the Redemption Notice, or to reject any
Redemption Notice in its entirety.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series C Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series C Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series C Preferred Stock Redemption Price, all rights in respect of the shares of Series C Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Voting Rights</U>. The holders
of shares of Series C Preferred Stock shall not have any voting rights with respect to any question upon which the holders of Common
Stock or other classes of Preferred Stock have the right to vote. Regardless of the preceding sentence, the holders of shares of
Series C Preferred Stock shall be entitled to any notice of, and their attendance at, any stockholders meeting in accordance with
the bylaws of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Dividends</U>. The holders
of Series C Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series C Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series C Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and each share
of Series C Preferred Stock shall continue to convert into shares of Common Stock of the Corporation per the preceding Section
5 pertaining to Series C Preferred Stock.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series C Preferred Stock shall be converted or redeemed pursuant to Section 5 or Section
6 hereof, the shares so converted or redeemed shall be canceled in full and shall not be available for re-issuance by the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Loss, Theft, Destruction
of Series C Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series C Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series C Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series C Preferred Stock, new shares of Series C Preferred Stock of like tenor. The Series C Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series C Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Notices</U>. The holders
of the Series C Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series C Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Severability</U>. If any
right, preference or limitation of the Series C Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">14) <U>Liquidation.</U> &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, B and C Preferred Stock and Common Stock,
according to each class&rsquo;s &ldquo;Rank&rdquo; as stated herein, pro rata based on the number of shares held by each such holder,
treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereof immediately
prior to such dissolution, liquidation or winding up of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;B Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">15) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series C Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series C Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series C Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fifth: POWERS RELATIVE TO BYLAWS:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors shall have
the power to adopt, amend or repeal the by-laws.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Sixth: DIRECTORS NOT PERSONALLY
LIABLE: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided
by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment
to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Seventh: The name and mailing address
of the incorporator are as follows Richard Davis, 3001 North Rocky Point East, Suite 200, Tampa, FL 33607.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Eighth: Other than the election
or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption
under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to
time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law
of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger),
by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation,
as may be amended from time to time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">I, The Undersigned, for the purpose
of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that
the facts herein stated are true, and I have accordingly hereunto set my hand on this December 26, 2017.</P>

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    <TD STYLE="width: 3%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 1%; line-height: 107%">&nbsp;</TD>
    <TD STYLE="width: 96%; line-height: 107%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="3">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 0.75pt solid">/s/ Richard Davis</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, incorporator</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">&nbsp;</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"></P>

<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center; border-bottom: black 0.75pt solid"></P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">STATE OF DELAWARE<BR>
CERTIFICATE OF CONVERSION<BR>
FROM A NON-DELAWARE CORPORATION<BR>
TO A DELAWARE CORPORATION<BR>
PURSUANT TO SECTION 265 OF THE<BR>
DELAWARE GENERAL CORPORATION LAW</P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt">1.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The jurisdiction where the Non-Delaware Corporation first formed is Colorado.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt; letter-spacing: 0.1pt">2.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The jurisdiction immediately prior to filing this Certificate is Colorado.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt; letter-spacing: 0.1pt">3.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The date the Non-Delaware Corporation first formed is August 1, 2013.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt">4.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The name of the Non-Delaware Corporation immediately prior to filing this Certificate is RCGR
SUB, Inc.</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt/107% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 8pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-size: 12pt">5.)</FONT></TD><TD><FONT STYLE="font-size: 10pt">The name of the Corporation as set forth in the Certificate of Incorporation is RCGR SUB, Inc.</FONT></TD></TR></TABLE>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">IN WITNESS WHEREOF, the undersigned being duly authorized
to sign on behalf of the converting Non-Delaware Corporation have executed this Certificate on December 26, 2017.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 1in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 1in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 4.5in">By: <U>/s/ Richard Davis</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 4.5in">Name: Richard Davis</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt 4.5in; text-align: justify">Title: Chief Executive Officer</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: right"><B>EXHIBIT 3.2</B></P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">STATE of DELAWARE</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">CERTIFICATE of INCORPORATION</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">A STOCK CORPORATION</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt 0.5in; text-align: justify; text-indent: -13pt">First:
The name of this Corporation is &ldquo;First Intercontinental Technology, Inc.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Second: Its registered office is
the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County
of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Third: The purpose of the corporation
is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fourth: (a) SHARES:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The total number of shares that
this Corporation is authorized to issue is 111,000,000, allocates as follows among these classes and series of stock:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Common Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">One class of stock shall be common
stock, $.0001 par value, of which the Corporation shall have the authority to issue 100,000,000 shares.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Preferred Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The second class of stock shall
be preferred stock,  $.0001 par value, of which the Corporation shall have the authority to issue 11,000,000 shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors of the Corporation
may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in the bylaws of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Of the 11,000,000 shares of preferred
stock authorized, 1,000,000 shall be designated as Series A Preferred Stock, 5,000,000 shares shall be designated as Series B Preferred
Stock, 5,000,000 shares shall be designated as Series C Preferred Stock, which shall have the designations, powers, preferences
and relative and other special rights and the following qualifications, limitations and restrictions set forth below:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series A Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The Board of Directors of the Corporation, pursuant to authority granted in the Articles of Incorporation, hereby creates a series
of preferred stock designated as Series A Preferred Stock (the &ldquo;Series A Preferred Stock&rdquo;) with a $.0001 par value
per share. The number of authorized shares constituting the Series A Preferred Stock shall be one million (1,000,000)&nbsp;shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Dividends</U>. The holders
of Series A Preferred Stock shall be entitled to receive dividends, payable via cash or stock in parity with the common stock holders.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Voting</U>. Except as otherwise
required by law, the holders of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the stockholders of the Corporation and shall have twenty thousand (20,000) votes for every one (1) share of Series A Preferred
Stock held pursuant to the provisions hereof at the record date for the determination of stockholders entitled to vote on such
matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law, the holders
of shares of Series A Preferred Stock and any other series of preferred stock with voting rights and the common stock shall vote
together as a single class, and not as separate classes.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Conversion</U>. The holders
of Series A Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each share of Series A Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series A Preferred Stock being converted. Conditioned upon the foregoing, each share of Series A Preferred Stock
shall automatically convert into one thousand (1,000) fully paid and non-assessable shares of Common Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Method of Conversion.</U>
Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall
surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for
the Series A Preferred Stock, and shall give written notice 15 business days prior to date of conversion to the Corporation at
its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate
or certificates for shares of common stock are to be issued. The Corporation shall, within five business days, issue and deliver
at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates
for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have
been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date
is referred to herein as the &ldquo;Conversion Date.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>Partial Conversion</U>.
In the event of the conversion of some but not all of the shares of Series A Preferred Stock represented by a certificate or certificates
surrendered, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series A Preferred Stock which were not converted.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>Status of Converted Stock</U>.
In the event any shares of Series A Preferred Stock shall be converted or otherwise acquired by the Corporation, the shares so
converted shall be canceled and shall resume the status of authorized shares of preferred stock without differentiation as to series.
All such shares may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance
set forth in the Articles of Incorporation or in any certificate of designation creating a series of preferred stock or any similar
stock or as otherwise required by law.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Transfer Taxes</U>. The
Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of
common stock upon conversion of any shares of Series A Preferred Stock, provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being
issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Adjustments to Conversion
Rate</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(i) <U>Subdivisions, Combinations
or Consolidations of Common Stock</U>. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated,
by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the
effective date of this Certificate of Designation, each a &ldquo;Subdivision, Combination or Consolidation of Common Stock&rdquo;,
any such Subdivision, Combination or Consolidation of Common Stock shall have no effect on the Series A Conversion Rate in effect
immediately prior to such Subdivision, Combination or Consolidation of Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(ii) <U>Reclassifications and Reorganizations.</U>
At any time after the date hereof, in the case, of any capital reorganization, merger or any reclassification of the stock of the
Corporation, the Series A Conversion Rate then in effect shall not be adjusted or changed in any way such that the number of outstanding
shares of Series A Preferred Stock in effect immediately prior to the record date of any such capital reorganization, merger or
any reclassification of the stock of the Corporation shall remain the same and there shall be no adjustment in the voting rights
stated herein of each share of Series A Preferred Stock and each share of Series A Preferred Stock shall continue to convert into
the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated in Section 4 (a). In exception to
the forgoing, if agreed in writing by any holder of Series A Preferred Stock prior to any capital reorganization, merger or any
reclassification of the stock of the Corporation, such holder may agree, in whole or in part, to amend the terms herein of the
Series A Preferred Stock such that the holder&rsquo;s shares of</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Series A Preferred Stock are convertible into the
kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have
been entitled if immediately prior to such reorganization or reclassification the holder&rsquo;s shares of the Series A Preferred
Stock had been so converted or exchanged in a matter as stated herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(iii) <U>Distributions Other Than
Cash Dividends Out of Retained Earnings</U>. If the Corporation shall declare a cash dividend upon its common stock payable otherwise
than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock, stock or other securities
of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options
or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Corporation convertible
into or exchangeable for common stock), then, in each such case, provision shall be made so that the holders of Series A Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount
of securities of the Corporation and other property which they would have received had their Series A Preferred Stock been converted
into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including
the date of conversion, retained such securities and other property receivable by them as aforesaid during such period.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Fractional Shares</U>. Fractional
shares of Series A Preferred Stock may be issued and all conversion, voting and other rights shall be applied to such fractional
shares on a proportional basis; provided, however, that in lieu of any fractional shares of common stock to which the holder of
Series A Preferred Stock would be entitled upon conversion or otherwise pursuant hereto, the Corporation shall issue to such holder,
one whole share of common stock. The number of whole shares to be issuable to each holder upon such conversion shall be determined
on the basis of the number of shares of common stock issuable upon conversion of the total number of shares of Series A Preferred
Stock of such holder at the time converting into common stock. &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Liquidation. </U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, Series B Preferred Stock and Series C Preferred
Stock, and common stock in order of rank wherein the Series A Preferred Stock is senior to all other classes of stock, followed
by the Series B Preferred Stock, the Series C Preferred Stock, and then the Common Stock of the Corporation. Any distribution resulting
from the liquidation, dissolution or winding up of the Corporation will be pro-rata to the quantity of votes each such share holds.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;A Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series A Preferred Stock of such decision, who shall have the right</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series A Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series A Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Redemption.</U> Series A
Preferred Shares are not redeemable.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series A Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series A Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and there shall
be no adjustment in the voting rights stated herein of each share of Series A Preferred Stock and each share of Series A Preferred
Stock shall continue to convert into the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated
in Section 4, &ldquo;a)&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>No Impairment.</U> Except
and to the extent as waived or consented to by the holder, or as otherwise provided herein, the Corporation shall not by any action,
including, without limitation, amending its Articles of Incorporation or Bylaws, 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 of the Series A Preferred Stock, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of holders
as set forth in this Certificate of Designations against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Loss, Theft, Destruction
of Series A Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series A Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series A Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series A Preferred Stock, new shares of Series A Preferred Stock of like tenor. The Series A Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series A Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Notices</U>. The holders
of the Series A Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section&nbsp;11 to be given to the holder of shares of the Series A Preferred
Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in
the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Severability</U>. If any
right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series A Preferred Stock shall rank junior to the Series C Preferred Stock and senior to
the Series B Preferred Stock, and the Common Stock.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series B Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and
Amounts</U>. The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series B Preferred
Stock.&rdquo; The number of shares constituting such series shall initially be five million (5,000,000) which number may from
time to time be changed by the Board of Directors. The Series B Preferred Stock shall be $.0001 par value per share. All
shares of Series B Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series B Preferred Stock shall rank junior to the Series A and Series C Preferred Stock,
and ahead of the Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Conversion</U>. The holders
of Series B Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series B Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series B Preferred Stock being converted. Conditioned upon the foregoing, each share of Series B Preferred Stock
shall automatically convert at the sole option of its holder into five hundred (500) fully paid and non-assessable shares of Common
Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 3(a) shall have occurred, holders of the Series B Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred
Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 3(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series B Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series B Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its
authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient
for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, at the option of the Corporation,
the Corporation shall have the right, in whole or in part, to redeem that number of shares of Series B Preferred Stock held by
any holder and specified in a written notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to the holder, by
paying to the holder, in cash in immediately available funds or in cash or other consideration acceptable to said holder per a
separate agreement for the redemption of the Series B Preferred Stock over time, an amount per share of Series B Preferred Stock
identified in the Redemption Notice, calculated on the date of said Redemption Notice such that it is equal to the average of the
five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock during the twenty (20) trading day prior
to the date of the Redemption Notice, which amount shall be multiplied by 500, plus any declared but unpaid dividends on each such
share. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series B Preferred
Stock Redemption Price&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series B Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series B Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series B Preferred Stock Redemption Price, all rights in respect of the shares of Series B Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Voting Rights</U>. The holders
of shares of Series B Preferred Stock shall have the right to four hundred (400) votes for each share of Series B Preferred Stock
held, 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 hereof, to notice of any stockholders meeting
in accordance with the bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and
any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series B Preferred
Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Dividends</U>. The holders
of Series B Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series B Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">effective date of such subdivision, combination or
reclassification shall not be adjusted or changed in any way such that the number of outstanding shares of Series B Preferred Stock
in effect immediately prior to the record date for such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall remain the same and there shall be no adjustment in the voting rights stated herein of each
share of Series B Preferred Stock and each share of Series B Preferred Stock shall continue to convert into the quantity of fully
paid and nonassessable share of Common Stock of the Corporation as stated in Section 3 (a).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series B Preferred Stock shall be converted or redeemed pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be canceled and shall be available for issuance by the Corporation in accordance
with the Corporation&rsquo;s Certificate of Incorporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Loss, Theft, Destruction
of Series B Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series B Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series B Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series B Preferred Stock, new shares of Series B Preferred Stock of like tenor. The Series B Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series B Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10.) <U>Notices</U>. The holders
of the Series B Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series B Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Severability</U>. If any
right, preference or limitation of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series B Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series B Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series B Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series B Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series C Preferred Stock
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series C Preferred Stock.&rdquo; The number
of shares constituting such series shall initially be five million (5,000,000) which number may from time to time be changed by
the Board of Directors. The par value of the Series</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">C Preferred Stock shall be  $.0001 par value.
All shares of Series C Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
or as to any other right or preference, the Series C Preferred Stock shall rank ahead of any other class of Preferred Stock and
Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Interest</U>. Each share
of the Series C Preferred Stock shall earn daily, compound interest at the rate of twelve percent (12%) of its &ldquo;Exchange
Value&rdquo; per share per Section 4(a), as calculated on a 365-day calendar year (the &ldquo;Interest) from the date of each such
share&rsquo;s issuance by authorization resolution of the Board of Directors of the Corporation. The Interest shall be accrued
per calendar quarter (an &ldquo;Accrual Period&rdquo;) and paid within thirty (30) days of the end of each such calendar quarter,
unless a respective holder of the shares of the Series C Preferred Stock provides written authorization to the Corporation to defer
said Interest payment to the due date for the next Accrual Period or to the end of the Corporation&rsquo;s fiscal year. For as
long as any shares of Series C Preferred Stock remain issued and outstanding, any and all accrued and unpaid Interest is to be
recorded on the books and records of the Corporation as a cumulative obligation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Exchangeability; Interchangeability</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exchangeability.</U> Each
share of Series C Preferred Stock is to be issued in exchange for one U.S. dollar ($1.00), (the &ldquo;Exchange Value&rdquo;) of
the outstanding balance at the time rounded up to next highest dollar, in whole or in part, of any convertible promissory note,
debenture or other form of debt instrument (each a &ldquo;Debt Instrument&rdquo;) issued by the Corporation to a debtholder (the
&ldquo;Debtholder&rdquo;) who is to receive the Series C Preferred Stock (the &ldquo;Exchange&rdquo;). Any such Exchange shall
be by written agreement between the Corporation and the Debtholder and may contain terms and conditions in addition to those included
herein (the &ldquo;Exchange Agreement&rdquo;) and the Exchange Agreement shall be approved by a resolution of the Board of Directors
of the Corporation prior to the Exchange occurring. It is understood by the Corporation and the Debtholder that the rights granted
to the Debtholder under the Debt Instrument being exchanged by the Corporation, and or any guarantors of the Debt Instrument shall
remain in full force and effect after the Exchange, until such time as the Series C Preferred Stock is either converted in full
to shares of common stock or redeemed per the terms and conditions of the following Section 6.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">For purposes of Rule 144 and sub-section
(d)(3)(ii) thereof, it is intended, understood and acknowledged that any of the Series C Preferred Stock issued upon Exchange shall
be deemed to have been acquired at the time the underlying Debt Instrument was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issued upon any Conversion (as hereinafter defined) of the Series C Preferred
Stock, in accordance with federal and state law and regulation, shall be deemed to have commenced on the date the Debt Instrument
was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Interchangeability.</U>
Any Exchange of the Debt Instrument per the Exchange Agreement, in whole or in part, for any shares of Series C Preferred Stock
may be reversed at any time by the holder of the Series C Preferred Stock, in its sole option, for (i) non-payment, when due, of
any Interest from the Series C Preferred Stock (which Interest the holder had not previously agreed in writing to be accrued, see
Section 3 above), or (ii) any item constituting &ldquo;Default&rdquo; as stated in the Debt Instrument that remains uncured for
thirty (30) calendar days, or (iii) by mutual agreement of the holder and the Corporation (the &ldquo;Interchange&rdquo;). Such
reversal of the Exchange and the attendant cancellation of the Exchange Agreement shall be by written notice by the holder of the
Series C Preferred Stock to the Corporation; wherein the Debt Instrument, adjusted for changes due to any conversions of the Series
C Preferred Stock or Interest owed, accrued or paid, shall thereafter be interchanged back from the Series C Preferred Stock titled
to the holder, which Series C Preferred Stock shall be deemed cancelled by the Corporation within five (5) business days of said
written notice whether or not any physical stock certificate(s) representing the Series C Preferred Stock is returned to the Corporation.
The Corporation acknowledges that in such situation the Debt Instrument in its entirety, without amendment or restatement of its
terms and conditions, and as of its original issuance date, shall return to being an irrevocable obligation of the Corporation
to its holder, and that for purposes of Rule 144 and its sub-section (d)(3)(ii), the Debt Instrument exchanged for the Series C
Preferred Stock shall retain its original tacking period as pertains to any subsequent conversions of the Debt Instrument for common
stock of the Corporation. Any such Interchange of the Series C Preferred Stock to the Debt Instrument shall be authorized by</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">resolution of the Board of Directors of the Corporation
within five (5) business days of written notice of said Interchange by the holder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Conversion</U>. The holders
of Series C Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series C Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series C Preferred Stock being converted. Conditioned upon the foregoing, each share of Series C Preferred Stock
shall automatically convert at the sole option of its holder into fully paid and non-assessable shares of Common Stock of the Corporation,
wherein the quantity of shares of Common Stock being issued per share of Series C Preferred Stock shall be calculated at a price
per share equal to the average of the five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock
during the twenty (20) trading day prior to the date of each such conversion, such that the total quantity of shares of Common
Stock being issued per conversion of each share of Preferred Stock equals the Exchange Value ($1.00) (the &ldquo;Series C Conversion
Formula&rdquo;). The holding period for the Common Stock issued upon any Conversion shall be deemed to have commenced on the date
the underlying Debt Instrument to the Series C Preferred Stock was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 5(a) shall have occurred, holders of the Series C Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred
Stock. The Corporation shall, within not more than five (5) business days, issue and deliver to such holder of Series C Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 5(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series C Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series C Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series C Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 5(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">authorized to increase its authorized but unissued
shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 5 to be given to the holders of shares of Series C Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, and provided that the holder
of the of Series C Preferred Stock has not issued a written notice to the Corporation pertaining to an Interchange of the Series
C Preferred Stock for its underlying Debt Instrument, in whole or in part, at the option of the Corporation and with the prior
written approval of the holder of the of Series C Preferred Stock, the Corporation shall have the right, in whole or in part, to
redeem that number of shares of Series C Preferred Stock held by any holder of Series C Preferred Stock and specified in a written
notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to said holder, by paying said holder, in cash in immediately
available funds or in cash or other consideration acceptable to said holder per a separate agreement for the redemption of the
Series C Preferred Stock over time, an amount per share of Series C Preferred Stock identified in the Redemption Notice, calculated
on the date of said Redemption Notice such that it is not less than the Series C Conversion Formula per share per Section 5 (a)
above, plus any accrued and unpaid Interest per share to the date of the Redemption Notice, any fees or penalties that may occur
from the terms and conditions of the Exchange Agreement, and any declared but unpaid dividends per share of Series C Preferred
Stock. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series C Preferred
Stock Redemption Price&rdquo;. Each holder of the of Series C Preferred Stock, in its sole judgement and discretion, shall have
the option to accept or reject the Series C Preferred Stock Redemption Price stated in the Redemption Notice, or to reject any
Redemption Notice in its entirety.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series C Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series C Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series C Preferred Stock Redemption Price, all rights in respect of the shares of Series C Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Voting Rights</U>. The holders
of shares of Series C Preferred Stock shall not have any voting rights with respect to any question upon which the holders of Common
Stock or other classes of Preferred Stock have the right to vote. Regardless of the preceding sentence, the holders of shares of
Series C Preferred Stock shall be entitled to any notice of, and their attendance at, any stockholders meeting in accordance with
the bylaws of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Dividends</U>. The holders
of Series C Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series C Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series C Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and each share
of Series C Preferred Stock shall continue to convert into shares of Common Stock of the Corporation per the preceding Section
5 pertaining to Series C Preferred Stock.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series C Preferred Stock shall be converted or redeemed pursuant to Section 5 or Section
6 hereof, the shares so converted or redeemed shall be canceled in full and shall not be available for re-issuance by the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Loss, Theft, Destruction
of Series C Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series C Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series C Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series C Preferred Stock, new shares of Series C Preferred Stock of like tenor. The Series C Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series C Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Notices</U>. The holders
of the Series C Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series C Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Severability</U>. If any
right, preference or limitation of the Series C Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">14) <U>Liquidation.</U> &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, B and C Preferred Stock and Common Stock,
according to each class&rsquo;s &ldquo;Rank&rdquo; as stated herein, pro rata based on the number of shares held by each such holder,
treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereof immediately
prior to such dissolution, liquidation or winding up of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;B Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">15) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series C Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series C Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series C Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fifth: POWERS RELATIVE TO BYLAWS:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors shall have
the power to adopt, amend or repeal the by-laws.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Sixth: DIRECTORS NOT PERSONALLY
LIABLE: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided
by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment
to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Seventh: The name and mailing address
of the incorporator are as follows Richard Davis, 3001 North Rocky Point East, Suite 200, Tampa, FL 33607.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Eighth: Other than the election
or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption
under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to
time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law
of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger),
by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation,
as may be amended from time to time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">I, The Undersigned, for the purpose
of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that
the facts herein stated are true, and I have accordingly hereunto set my hand on this December 26, 2017.</P>

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        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 2.8pt 0 0">&nbsp;</P></TD></TR>
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    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 0.75pt solid">/s/ Richard Davis</P></TD></TR>
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    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, incorporator</FONT></TD></TR>
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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">&nbsp;</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: right"><B>EXHIBIT 3.3</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">STATE of DELAWARE</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">CERTIFICATE of INCORPORATION</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: center">A STOCK CORPORATION</P>

<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt 0.5in; text-align: justify; text-indent: -13pt">First:
The name of this Corporation is Intercontinental Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Second: Its registered office is
the State of Delaware is to be located at Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, County
of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Third: The purpose of the corporation
is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fourth: (a) SHARES:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The total number of shares that
this Corporation is authorized to issue is 111,000,000, allocates as follows among these classes and series of stock:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Common Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">One class of stock shall be common
stock, $.0001  par value, of which the Corporation shall have the authority to issue 100,000,000 shares.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B>Preferred Stock</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The second class of stock shall
be preferred stock, $.0001 par value, of which the Corporation shall have the authority to issue 11,000,000 shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors of the Corporation
may authorize the issuance from time to time of shares of its stock of any class, whether now or hereafter authorized, or securities
convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of
Directors may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in the bylaws of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Of the 11,000,000 shares of preferred
stock authorized, 1,000,000 shall be designated as Series A Preferred Stock, 5,000,000 shares shall be designated as Series B Preferred
Stock, 5,000,000 shares shall be designated as Series C Preferred Stock, which shall have the designations, powers, preferences
and relative and other special rights and the following qualifications, limitations and restrictions set forth below:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series A Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The Board of Directors of the Corporation, pursuant to authority granted in the Articles of Incorporation, hereby creates a series
of preferred stock designated as Series A Preferred Stock (the &ldquo;Series A Preferred Stock&rdquo;) with a $.0001 par value
per share. The number of authorized shares constituting the Series A Preferred Stock shall be one million (1,000,000)&nbsp;shares.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Dividends</U>. The holders
of Series A Preferred Stock shall be entitled to receive dividends, payable via cash or stock in parity with the common stock holders.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Voting</U>. Except as otherwise
required by law, the holders of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the stockholders of the Corporation and shall have twenty thousand (20,000) votes for every one (1) share of Series A Preferred
Stock held pursuant to the provisions hereof at the record date for the determination of stockholders entitled to vote on such
matters or, if no such record date is established, at the date such vote is taken. Except as otherwise required by law, the holders
of shares of Series A Preferred Stock and any other series of preferred stock with voting rights and the common stock shall vote
together as a single class, and not as separate classes.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Conversion</U>. The holders
of Series A Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each share of Series A Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series A Preferred Stock being converted. Conditioned upon the foregoing, each share of Series A Preferred Stock
shall automatically convert into one thousand (1,000) fully paid and non-assessable shares of Common Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Method of Conversion.</U>
Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of common stock, such holder shall
surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for
the Series A Preferred Stock, and shall give written notice 15 business days prior to date of conversion to the Corporation at
its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate
or certificates for shares of common stock are to be issued. The Corporation shall, within five business days, issue and deliver
at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates
for the number of shares of common stock to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have
been effected on the date when delivery of notice of an election to convert and certificates for shares is made, and such date
is referred to herein as the &ldquo;Conversion Date.&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>Partial Conversion</U>.
In the event of the conversion of some but not all of the shares of Series A Preferred Stock represented by a certificate or certificates
surrendered, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series A Preferred Stock which were not converted.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>Status of Converted Stock</U>.
In the event any shares of Series A Preferred Stock shall be converted or otherwise acquired by the Corporation, the shares so
converted shall be canceled and shall resume the status of authorized shares of preferred stock without differentiation as to series.
All such shares may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance
set forth in the Articles of Incorporation or in any certificate of designation creating a series of preferred stock or any similar
stock or as otherwise required by law.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Transfer Taxes</U>. The
Corporation shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares of
common stock upon conversion of any shares of Series A Preferred Stock, provided that the Corporation shall not be required to
pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being
issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Adjustments to Conversion
Rate</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(i) <U>Subdivisions, Combinations
or Consolidations of Common Stock</U>. In the event the outstanding shares of common stock shall be subdivided, combined or consolidated,
by stock split, stock dividend, combination or like event, into a greater or lesser number of shares of common stock after the
effective date of this Certificate of Designation, each a &ldquo;Subdivision, Combination or Consolidation of Common Stock&rdquo;,
any such Subdivision, Combination or Consolidation of Common Stock shall have no effect on the Series A Conversion Rate in effect
immediately prior to such Subdivision, Combination or Consolidation of Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(ii) <U>Reclassifications and Reorganizations.</U>
At any time after the date hereof, in the case, of any capital reorganization, merger or any reclassification of the stock of the
Corporation, the Series A Conversion Rate then in effect shall not be adjusted or changed in any way such that the number of outstanding
shares of Series A Preferred Stock in effect immediately prior to the record date of any such capital reorganization, merger or
any reclassification of the stock of the Corporation shall remain the same and there shall be no adjustment in the voting rights
stated herein of each share of Series A Preferred Stock and each share of Series A Preferred Stock shall continue to convert into
the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated in Section 4 (a). In exception to
the forgoing, if agreed in writing by any holder of Series A Preferred Stock prior to any capital reorganization, merger or any
reclassification of the stock of the Corporation, such holder may agree, in whole or in part, to amend the terms herein of the
Series A Preferred Stock such that the holder&rsquo;s shares of</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">Series A Preferred Stock are convertible into the
kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have
been entitled if immediately prior to such reorganization or reclassification the holder&rsquo;s shares of the Series A Preferred
Stock had been so converted or exchanged in a matter as stated herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(iii) <U>Distributions Other Than
Cash Dividends Out of Retained Earnings</U>. If the Corporation shall declare a cash dividend upon its common stock payable otherwise
than out of retained earnings or shall distribute to holders of its common stock shares of its capital stock, stock or other securities
of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options
or rights (excluding options to purchase and rights to subscribe for common stock or other securities of the Corporation convertible
into or exchangeable for common stock), then, in each such case, provision shall be made so that the holders of Series A Preferred
Stock shall receive upon conversion thereof, in addition to the number of shares of common stock receivable thereupon, the amount
of securities of the Corporation and other property which they would have received had their Series A Preferred Stock been converted
into common stock on the date of such event and had they thereafter, during the period from the date of such event to and including
the date of conversion, retained such securities and other property receivable by them as aforesaid during such period.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Fractional Shares</U>. Fractional
shares of Series A Preferred Stock may be issued and all conversion, voting and other rights shall be applied to such fractional
shares on a proportional basis; provided, however, that in lieu of any fractional shares of common stock to which the holder of
Series A Preferred Stock would be entitled upon conversion or otherwise pursuant hereto, the Corporation shall issue to such holder,
one whole share of common stock. The number of whole shares to be issuable to each holder upon such conversion shall be determined
on the basis of the number of shares of common stock issuable upon conversion of the total number of shares of Series A Preferred
Stock of such holder at the time converting into common stock. &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Liquidation. </U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, Series B Preferred Stock and Series C Preferred
Stock, and common stock in order of rank wherein the Series A Preferred Stock is senior to all other classes of stock, followed
by the Series B Preferred Stock, the Series C Preferred Stock, and then the Common Stock of the Corporation. Any distribution resulting
from the liquidation, dissolution or winding up of the Corporation will be pro-rata to the quantity of votes each such share holds.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;A Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series A Preferred Stock of such decision, who shall have the right</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series A Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series A Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Redemption.</U> Series A
Preferred Shares are not redeemable.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series A Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series A Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and there shall
be no adjustment in the voting rights stated herein of each share of Series A Preferred Stock and each share of Series A Preferred
Stock shall continue to convert into the quantity of fully paid and non-assessable share of Common Stock of the Corporation stated
in Section 4, &ldquo;a)&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>No Impairment.</U> Except
and to the extent as waived or consented to by the holder, or as otherwise provided herein, the Corporation shall not by any action,
including, without limitation, amending its Articles of Incorporation or Bylaws, 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 of the Series A Preferred Stock, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of holders
as set forth in this Certificate of Designations against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Loss, Theft, Destruction
of Series A Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series A Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series A Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series A Preferred Stock, new shares of Series A Preferred Stock of like tenor. The Series A Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series A Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Notices</U>. The holders
of the Series A Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section&nbsp;11 to be given to the holder of shares of the Series A Preferred
Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in
the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Severability</U>. If any
right, preference or limitation of the Series A Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series A Preferred Stock shall rank junior to the Series C Preferred Stock and senior to
the Series B Preferred Stock, and the Common Stock.&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series B Preferred Stock:
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and
Amounts</U>. The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series B Preferred
Stock.&rdquo; The number of shares constituting such series shall initially be five million (5,000,000) which number may from
time to time be changed by the Board of Directors. The Series B Preferred Stock shall be  $.0001 par value per share. All
shares of Series B Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
and any other right or preference, the Series B Preferred Stock shall rank junior to the Series A and Series C Preferred Stock,
and ahead of the Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Conversion</U>. The holders
of Series B Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series B Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series B Preferred Stock being converted. Conditioned upon the foregoing, each share of Series B Preferred Stock
shall automatically convert at the sole option of its holder into five hundred (500) fully paid and non-assessable shares of Common
Stock of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 3(a) shall have occurred, holders of the Series B Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B Preferred
Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 3(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series B Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series B Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 3(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and authorized to increase its
authorized but unissued shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient
for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 3 to be given to the holders of shares of Series B Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, at the option of the Corporation,
the Corporation shall have the right, in whole or in part, to redeem that number of shares of Series B Preferred Stock held by
any holder and specified in a written notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to the holder, by
paying to the holder, in cash in immediately available funds or in cash or other consideration acceptable to said holder per a
separate agreement for the redemption of the Series B Preferred Stock over time, an amount per share of Series B Preferred Stock
identified in the Redemption Notice, calculated on the date of said Redemption Notice such that it is equal to the average of the
five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock during the twenty (20) trading day prior
to the date of the Redemption Notice, which amount shall be multiplied by 500, plus any declared but unpaid dividends on each such
share. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series B Preferred
Stock Redemption Price&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series B Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series B Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series B Preferred Stock Redemption Price, all rights in respect of the shares of Series B Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Voting Rights</U>. The holders
of shares of Series B Preferred Stock shall have the right to four hundred (400) votes for each share of Series B Preferred Stock
held, 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 hereof, to notice of any stockholders meeting
in accordance with the bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and
any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series B Preferred
Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Dividends</U>. The holders
of Series B Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series B Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">effective date of such subdivision, combination or
reclassification shall not be adjusted or changed in any way such that the number of outstanding shares of Series B Preferred Stock
in effect immediately prior to the record date for such dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall remain the same and there shall be no adjustment in the voting rights stated herein of each
share of Series B Preferred Stock and each share of Series B Preferred Stock shall continue to convert into the quantity of fully
paid and nonassessable share of Common Stock of the Corporation as stated in Section 3 (a).</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series B Preferred Stock shall be converted or redeemed pursuant to Section 3 or Section
4 hereof, the shares so converted or redeemed shall be canceled and shall be available for issuance by the Corporation in accordance
with the Corporation&rsquo;s Certificate of Incorporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Loss, Theft, Destruction
of Series B Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series B Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series B Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series B Preferred Stock, new shares of Series B Preferred Stock of like tenor. The Series B Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series B Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10.) <U>Notices</U>. The holders
of the Series B Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series B Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Severability</U>. If any
right, preference or limitation of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series B Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series B Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series B Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series B Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt"><B><U>Series C Preferred Stock
</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">1) <U>Designation and Amounts</U>.
The series of preferred stock authorized hereunder shall be designated as the &ldquo;Series C Preferred Stock.&rdquo; The number
of shares constituting such series shall initially be five million (5,000,000) which number may from time to time be changed by
the Board of Directors. The par value of the Series</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">C Preferred Stock shall be  $.0001 par value.
All shares of Series C Preferred Stock shall be identical with each other in all respects.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">2) <U>Rank</U>. With respect to
any payments of interest, dividend rights and rights on liquidation, dissolution and winding-up of the affairs of the Corporation
or as to any other right or preference, the Series C Preferred Stock shall rank ahead of any other class of Preferred Stock and
Common Stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">3) <U>Interest</U>. Each share
of the Series C Preferred Stock shall earn daily, compound interest at the rate of twelve percent (12%) of its &ldquo;Exchange
Value&rdquo; per share per Section 4(a), as calculated on a 365-day calendar year (the &ldquo;Interest) from the date of each such
share&rsquo;s issuance by authorization resolution of the Board of Directors of the Corporation. The Interest shall be accrued
per calendar quarter (an &ldquo;Accrual Period&rdquo;) and paid within thirty (30) days of the end of each such calendar quarter,
unless a respective holder of the shares of the Series C Preferred Stock provides written authorization to the Corporation to defer
said Interest payment to the due date for the next Accrual Period or to the end of the Corporation&rsquo;s fiscal year. For as
long as any shares of Series C Preferred Stock remain issued and outstanding, any and all accrued and unpaid Interest is to be
recorded on the books and records of the Corporation as a cumulative obligation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">4) <U>Exchangeability; Interchangeability</U>.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exchangeability.</U> Each
share of Series C Preferred Stock is to be issued in exchange for one U.S. dollar ($1.00), (the &ldquo;Exchange Value&rdquo;) of
the outstanding balance at the time rounded up to next highest dollar, in whole or in part, of any convertible promissory note,
debenture or other form of debt instrument (each a &ldquo;Debt Instrument&rdquo;) issued by the Corporation to a debtholder (the
&ldquo;Debtholder&rdquo;) who is to receive the Series C Preferred Stock (the &ldquo;Exchange&rdquo;). Any such Exchange shall
be by written agreement between the Corporation and the Debtholder and may contain terms and conditions in addition to those included
herein (the &ldquo;Exchange Agreement&rdquo;) and the Exchange Agreement shall be approved by a resolution of the Board of Directors
of the Corporation prior to the Exchange occurring. It is understood by the Corporation and the Debtholder that the rights granted
to the Debtholder under the Debt Instrument being exchanged by the Corporation, and or any guarantors of the Debt Instrument shall
remain in full force and effect after the Exchange, until such time as the Series C Preferred Stock is either converted in full
to shares of common stock or redeemed per the terms and conditions of the following Section 6.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">For purposes of Rule 144 and sub-section
(d)(3)(ii) thereof, it is intended, understood and acknowledged that any of the Series C Preferred Stock issued upon Exchange shall
be deemed to have been acquired at the time the underlying Debt Instrument was issued. Moreover, it is intended, understood and
acknowledged that the holding period for the Common Stock issued upon any Conversion (as hereinafter defined) of the Series C Preferred
Stock, in accordance with federal and state law and regulation, shall be deemed to have commenced on the date the Debt Instrument
was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Interchangeability.</U>
Any Exchange of the Debt Instrument per the Exchange Agreement, in whole or in part, for any shares of Series C Preferred Stock
may be reversed at any time by the holder of the Series C Preferred Stock, in its sole option, for (i) non-payment, when due, of
any Interest from the Series C Preferred Stock (which Interest the holder had not previously agreed in writing to be accrued, see
Section 3 above), or (ii) any item constituting &ldquo;Default&rdquo; as stated in the Debt Instrument that remains uncured for
thirty (30) calendar days, or (iii) by mutual agreement of the holder and the Corporation (the &ldquo;Interchange&rdquo;). Such
reversal of the Exchange and the attendant cancellation of the Exchange Agreement shall be by written notice by the holder of the
Series C Preferred Stock to the Corporation; wherein the Debt Instrument, adjusted for changes due to any conversions of the Series
C Preferred Stock or Interest owed, accrued or paid, shall thereafter be interchanged back from the Series C Preferred Stock titled
to the holder, which Series C Preferred Stock shall be deemed cancelled by the Corporation within five (5) business days of said
written notice whether or not any physical stock certificate(s) representing the Series C Preferred Stock is returned to the Corporation.
The Corporation acknowledges that in such situation the Debt Instrument in its entirety, without amendment or restatement of its
terms and conditions, and as of its original issuance date, shall return to being an irrevocable obligation of the Corporation
to its holder, and that for purposes of Rule 144 and its sub-section (d)(3)(ii), the Debt Instrument exchanged for the Series C
Preferred Stock shall retain its original tacking period as pertains to any subsequent conversions of the Debt Instrument for common
stock of the Corporation. Any such Interchange of the Series C Preferred Stock to the Debt Instrument shall be authorized by</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">resolution of the Board of Directors of the Corporation
within five (5) business days of written notice of said Interchange by the holder.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">5) <U>Conversion</U>. The holders
of Series C Preferred Stock shall have conversion rights as follows (&ldquo;Conversion Rights&rdquo;):</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Automatic Conversion</U>.
Each shares of Series C Preferred Stock shall not be convertible unless the Corporation&rsquo;s Certificate of Incorporation has
an adequate number of authorized shares of Common Stock available for issuance in an amount sufficient to permit the conversion
of the shares of Series C Preferred Stock being converted. Conditioned upon the foregoing, each share of Series C Preferred Stock
shall automatically convert at the sole option of its holder into fully paid and non-assessable shares of Common Stock of the Corporation,
wherein the quantity of shares of Common Stock being issued per share of Series C Preferred Stock shall be calculated at a price
per share equal to the average of the five lowest market closing bid prices for a share of the Corporation&rsquo;s common stock
during the twenty (20) trading day prior to the date of each such conversion, such that the total quantity of shares of Common
Stock being issued per conversion of each share of Preferred Stock equals the Exchange Value ($1.00) (the &ldquo;Series C Conversion
Formula&rdquo;). The holding period for the Common Stock issued upon any Conversion shall be deemed to have commenced on the date
the underlying Debt Instrument to the Series C Preferred Stock was issued.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Conversion</U>.
At such time as the conditions described in Section 5(a) shall have occurred, holders of the Series C Preferred Stock shall surrender
the certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series C Preferred
Stock. The Corporation shall, within not more than five (5) business days, issue and deliver to such holder of Series C Preferred
Stock, a certificate or certificates for the number of shares of Common Stock of the Corporation to which such holder shall be
entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date
the conditions set forth in Section 5(a) herein have been satisfied and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of
Common Stock as of such date.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(c) <U>No Impairment</U>. This
Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, 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 this Corporation, 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 Series C Preferred Stock against impairment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(d) <U>No Fractional Shares</U>.
No fractional shares shall be issued upon the conversion of any share or shares of the Series C Preferred Stock and the number
of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis of the total number of shares of Series C Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(e) <U>Notices of Record Date</U>.
In the event the Corporation takes record of the holders of any class of securities for the purpose of determining which holders
are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, property or other right, the Corporation shall mail
to each holder of Series C Preferred Stock, at least 20 days prior to the date specified therein, a notice specifying the date
on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(f) <U>Reservation of Stock Issuable
Upon Conversion</U>. Solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock, the Corporation
shall at all times, subject to the conditions described in Section 5(a), reserve and keep available out of its authorized but unissued
shares of Common Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Corporation
will take such corporate action as, in the opinion of counsel to the Corporation, may be necessary and</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0">authorized to increase its authorized but unissued
shares of Common Stock to such number of shares of Common Stock to such number of shares as shall be sufficient for such purposes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(g) <U>Notices</U>. Any notice
required by the provisions of this Section 5 to be given to the holders of shares of Series C Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his or her address appearing
on the books of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">6) <U>Redemption</U>. &#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) <U>Exercise of Redemption Right</U>.
Subject to the rights per series of Preferred Stock which may from time to time come into existence, and provided that the holder
of the of Series C Preferred Stock has not issued a written notice to the Corporation pertaining to an Interchange of the Series
C Preferred Stock for its underlying Debt Instrument, in whole or in part, at the option of the Corporation and with the prior
written approval of the holder of the of Series C Preferred Stock, the Corporation shall have the right, in whole or in part, to
redeem that number of shares of Series C Preferred Stock held by any holder of Series C Preferred Stock and specified in a written
notice of redemption (&ldquo;Redemption Notice&rdquo;) sent or delivered to said holder, by paying said holder, in cash in immediately
available funds or in cash or other consideration acceptable to said holder per a separate agreement for the redemption of the
Series C Preferred Stock over time, an amount per share of Series C Preferred Stock identified in the Redemption Notice, calculated
on the date of said Redemption Notice such that it is not less than the Series C Conversion Formula per share per Section 5 (a)
above, plus any accrued and unpaid Interest per share to the date of the Redemption Notice, any fees or penalties that may occur
from the terms and conditions of the Exchange Agreement, and any declared but unpaid dividends per share of Series C Preferred
Stock. The total sum payable per share pursuant to a Redemption Notice is hereinafter referred to as the &ldquo;Series C Preferred
Stock Redemption Price&rdquo;. Each holder of the of Series C Preferred Stock, in its sole judgement and discretion, shall have
the option to accept or reject the Series C Preferred Stock Redemption Price stated in the Redemption Notice, or to reject any
Redemption Notice in its entirety.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) <U>Mechanics of Redemption</U>.
Redemption Notices shall be sent or delivered to the holder at such holder's address as set forth in the books of the Corporation.
Such Redemption Notice shall be sent at least twenty (20) days prior to the redemption date specified in the Redemption Notice.
Each Redemption Notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed; (iii) the redemption price
per share; (iv) the place where certificates may be surrendered for payment of the redemption price; and (v) that the holder's
right to convert pursuant to subsection 5 above shall terminate upon the expiration of ten (10) days after receipt of the Redemption
Notice. The Corporation shall, as soon as practicable after the redemption date, pay to the holder the Series C Preferred Stock
the redemption price upon delivery to the Corporation of the certificates of Series C Preferred Stock to be redeemed. Upon payment
by the Corporation of the Series C Preferred Stock Redemption Price, all rights in respect of the shares of Series C Preferred
Stock redeemed shall cease.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">7) <U>Voting Rights</U>. The holders
of shares of Series C Preferred Stock shall not have any voting rights with respect to any question upon which the holders of Common
Stock or other classes of Preferred Stock have the right to vote. Regardless of the preceding sentence, the holders of shares of
Series C Preferred Stock shall be entitled to any notice of, and their attendance at, any stockholders meeting in accordance with
the bylaws of this Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">8) <U>Dividends</U>. The holders
of Series C Preferred Stock shall be entitled to receive dividends, payable via cash or stock when, as and if declared by the Board
of Directors, in its sole discretion.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">9) <U>Common Stock Dividends, Subdivisions,
Combinations, etc</U>. In case the Corporation shall hereafter (i) declare a dividend or make a distribution on its outstanding
shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the number
of outstanding shares of Series C Preferred Stock in effect at the time of the record date for such dividend or distribution or
of the effective date of such subdivision, combination or reclassification shall not be adjusted or changed in any way such that
the number of outstanding shares of Series C Preferred Stock in effect immediately prior to the record date for such dividend or
distribution or of the effective date of such subdivision, combination or reclassification shall remain the same and each share
of Series C Preferred Stock shall continue to convert into shares of Common Stock of the Corporation per the preceding Section
5 pertaining to Series C Preferred Stock.</P>


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">10) <U>Status of Converted or Redeemed
Stock</U>. In the event any shares of Series C Preferred Stock shall be converted or redeemed pursuant to Section 5 or Section
6 hereof, the shares so converted or redeemed shall be canceled in full and shall not be available for re-issuance by the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">11) <U>Loss, Theft, Destruction
of Series C Preferred Stock Certificates</U>. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
or mutilation of shares of Series C Preferred Stock and, in the case of any such loss, theft or destruction, upon receipt of indemnity
or security reasonably satisfactory to the Corporation, or, in the case of any such mutilation, upon surrender and cancellation
of the Series C Preferred Stock, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated
shares of Series C Preferred Stock, new shares of Series C Preferred Stock of like tenor. The Series C Preferred Stock shall be
held and owned upon the express condition that the provisions of this Section are exclusive with respect to the replacement of
mutilated, destroyed, lost or stolen shares of Series C Preferred Stock and shall preclude any and all other rights and remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">12) <U>Notices</U>. The holders
of the Series C Preferred Stock shall be entitled to receive all communications sent by the Corporation to the holders of the common
stock. Any notice required by the provisions of this Section to be given to the holder of shares of the Series C Preferred Stock
shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United
States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">13) <U>Severability</U>. If any
right, preference or limitation of the Series C Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless
so expressed herein.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">14) <U>Liquidation.</U> &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">a) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution
to stockholders shall be distributed among the holders of the shares of Series&nbsp;A, B and C Preferred Stock and Common Stock,
according to each class&rsquo;s &ldquo;Rank&rdquo; as stated herein, pro rata based on the number of shares held by each such holder,
treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms hereof immediately
prior to such dissolution, liquidation or winding up of the Corporation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">b) In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation which will involve the distribution of assets other than
cash, the Corporation shall promptly engage an independent appraiser to determine the fair market value of the assets to be distributed
to the holders of shares of its capital stock. The Corporation shall, upon receipt of such appraiser&rsquo;s valuation, give prompt
written notice to each holder of shares of Series&nbsp;B Preferred Stock of the appraiser&rsquo;s valuation. Any equity securities
of other entities to be distributed shall be valued as follows: (i)&nbsp;if the common stock is listed on a national securities
exchange or NASDAQ, the last sale price of the common stock in the principal trading market for the common stock on such date or,
if there are no sales common stock on that date, then on the next preceding date on which there were any sales of common shares,
as reported by the exchange or NASDAQ, as the case may be; or (ii)&nbsp;if the common stock is not listed on a national securities
exchange or NASDAQ, but is traded in the over-the-counter market, the closing bid price for the common stock on such date, as quoted
by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations or, if there are
no sales common stock on that date, then on the next preceding date on which there were any sales of common shares, as quoted by
the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar publisher of such quotations, as the case may
be; or (iii)&nbsp;if the fair market value of the common stock cannot be determined pursuant to clause (i)&nbsp;or (ii)&nbsp;above,
such price as the Board of Directors of the Corporation shall reasonably determine, in good faith.</P>


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<P STYLE="font: 10pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">15) <U>Registration Rights.</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(a) If the Corporation should file
any form of registration statement (the &ldquo;Registration Statement&rdquo;) under the 1933 Act covering the distribution or sale
of any securities of the Corporation, it shall forthwith give written notice (the &ldquo;Registration Notice&rdquo;) to the holder(s)
of the Series C Preferred Stock of such decision, who shall have the right to elect, by written notice (the &ldquo;Reply to Registration
Notice&rdquo;) to the Corporation not more than five (5) business days following receipt of said Registration Notice, to have the
Registration Statement include the registration of any or all of the Series A Preferred Stock, or common stock into which it may
be converted, in whole or in part.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">(b) In the event of a registration
pursuant to &ldquo;(a)&rdquo; above, the Corporation shall use its best efforts to cause the Series C Preferred Stock, or the common
stock into which it is converted, so registered to be registered or qualified for sale under the securities or blue sky laws of
such jurisdictions as the holder(s) of the Series C Preferred Stock may reasonably request; provided, however, that the Corporation
shall not by reason of this Agreement be required to qualify to do business in any state in which it is not otherwise required
to qualify to do business or to file a general consent to service of process.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Fifth: POWERS RELATIVE TO BYLAWS:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">The Board of Directors shall have
the power to adopt, amend or repeal the by-laws.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Sixth: DIRECTORS NOT PERSONALLY
LIABLE: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided
by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment
to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Seventh: The name and mailing address
of the incorporator are as follows Richard Davis, 3001 North Rocky Point East, Suite 200, Tampa, FL 33607.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">Eighth: Other than the election
or removal of directors of the Corporation, any act or transaction by or involving the Corporation that requires for its adoption
under the General Corporation Law of the State of Delaware or this Certificate of Incorporation, as may be amended from time to
time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g)(7)(i) of the General Corporation Law
of the State of Delaware, require, in addition, the approval of the stockholders of the Corporation (or any successor by merger),
by the same vote as is required by the General Corporation Law of the State of Delaware and/or this Certificate of Incorporation,
as may be amended from time to time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0 0; text-indent: 23pt">I, The Undersigned, for the purpose
of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that
the facts herein stated are true, and I have accordingly hereunto set my hand on this December 26, 2017.</P>

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    <TD STYLE="width: 96%; line-height: 107%">&nbsp;</TD></TR>
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    <TD COLSPAN="3" STYLE="padding-right: 2.8pt; line-height: 107%">&nbsp;</TD></TR>
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    <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">By:</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; border-bottom: black 0.75pt solid">/s/ Richard Davis</P></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Davis, incorporator</FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 107%">&nbsp;</TD></TR>
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