Certificate of Determination -Preferred Stock by bobzepfel

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									                      [Certificate of Determination -- Cumulative, Sinking
                    Fund Redemption, Convertible, Voting, Nonparticipating
                                            Preferred]


                            CERTIFICATE OF DETERMINATION
                                           OF
                                    ______________
                                    (Series Preferred)



      ____________________ and _____________________ of
____________________________ certify that:

      1.    They are the President and Secretary, respectively, of
_______________________, a California corporation.

       2.     Pursuant to the authority granted by the Corporation's Articles of Incorporation,
the Board of Directors of the Corporation duly adopted the following resolution:

       WHEREAS, the Articles of Incorporation authorize the Preferred Stock of the
       Corporation to be issued in series and authorize the Board of Directors to determine the
       rights, preferences, privileges and restrictions granted to or imposed upon any wholly
       unissued series of Preferred Stock and to fix the number of shares and designation of any
       such series.

       NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and
       determines the designation of, the number of shares constituting, and the rights,
       preferences, privileges and restrictions relating to a series of Preferred Stock as follows:

       1.      General. The designation of such series of Preferred Stock is Series ____
       Cumulative Convertible Preferred Stock ("Series ___ Preferred Stock") and the
       authorized number of shares of such series is _________. All shares of Series ____
       Preferred Stock shall be identical with each other in all respects. The term "Junior Stock"
       whenever used in this resolution shall mean the Common Stock, and any other class or
       classes of stock and any other series of Preferred Stock of the Corporation over which the
       Series ____ Preferred Stock has preference or priority in the payment of dividends or in
       the distribution of assets on any liquidation or dissolution or winding up of the
       Corporation.

               2.     Dividends.

                       2.1     Dividend Preference. The holders of shares of Series ___ Preferred
       Stock shall be entitled to receive, out of any funds legally available therefor, dividends at
       the rate of $.___ per share per annum, and no more, payable on the last day of each
       March, June, September and December of each year, commencing on ____________ __,
       19__, before any dividend shall be declared or paid upon or set apart for, or any other
       distribution shall be ordered or made in respect of, the Junior Stock. Such dividends shall
       accrue on each share of Series ___ Preferred Stock commencing on ___________ ___,
       19__, and shall accrue from day to day, whether or not earned or declared. Such
       dividends shall be cumulative (whether or not in any dividend period or periods there
       shall be earnings or funds legally available for the payment of dividends), so that if all or
       any part of such dividends in respect of any previous dividend period shall not have been
       paid or if all or any part of such dividends in respect of the current period shall not have
       been paid or declared and set apart for all shares of Series ___ Preferred Stock at the time
       outstanding, the amount of the deficiency shall be fully paid on or declared and set apart
       for such shares before any dividend or other distribution (except a dividend payable solely
       in Junior Stock) shall be paid on or declared and set apart for the Junior Stock of the
       Corporation then outstanding, and before the purchase or acquisition by the Corporation
       of any of the shares of Junior Stock then outstanding.

                       2.2     Interest. No accumulation of dividends on the Series ___ Preferred
Stock shall bear interest.

                       2.3     Repurchases of Junior Stock. Notwithstanding the foregoing
       restrictions on the purchase or acquisition by the Corporation of its outstanding Junior
       Stock contained in this Section 2, the Corporation may, at any time, acquire shares of its
       Junior Stock in any of the following cases: (i) from any shareholder who by reason of
       dissent from any corporate action is entitled under the laws of California to be paid the
       fair market value of his shares; or (ii) by exercise of an option to purchase shares of
       Junior Stock under an agreement or provisions of any agreement pursuant to a vote of the
       Board of Directors of the Corporation.

                3.      Liquidation Rights. Upon voluntary or involuntary
liquidation, winding up or dissolution of the Corporation, out of the assets available for
        distribution to shareholders, the holders of the Series Preferred Stock shall be entitled to
        receive, in preference to any payment on the Junior Stock, an amount equal to $________
        per share plus dividends as provided in Section 2 hereof which are accrued and unpaid to
        the date payment is made available to the Series ___ Preferred Stock. After the full
        preferential liquidation amount has been paid to, or determined and set apart for, the
        Series Preferred Stock, the remaining assets shall be paid to, or determined and set apart
        for, the Series ___ Preferred Stock and the Junior Stock to be distributed on a pro rata
        basis determined assuming the conversion into Common Stock of all securities
        convertible into Common Stock. In the event the assets of the Corporation are
        insufficient to pay the full preferential liquidation amount required to be paid to the Series
        ___ Preferred Stock, the entire remaining assets of the Corporation shall then be paid
        ratably to the Series ___ Preferred Stock and the Junior Stock shall receive nothing. A
        liquidation, dissolution or winding up of the Corporation, as such terms are used in this
        Section 3, shall not be deemed to be occasioned by or to include any merger of the
        Corporation with or into any other corporation or corporations in exchange for equity
        securities or a conveyance of all or substantially all of the assets of the Corporation to
        another corporation in exchange for equity securities.

               4.      Redemption.
                        4.1     Redemption Dates. The Corporation shall, from a mandatory
sinking fund set aside for the redemption of shares of Series ___ Preferred Stock, redeem
annually on the anniversary date of the Issuance Date (as hereinafter defined), commencing with
such anniversary date in _______, and continuing until all outstanding shares of Series ___
Preferred Stock have been redeemed, out of funds legally available therefor, at the redemption
price (as hereinafter defined), one-_______ of the aggregate number of shares of Series ___
Preferred Stock authorized herein, rounded to the nearest whole share. The redemption price per
share of Series Preferred Stock shall be equal to the sum of $1.00 per share plus all dividends as
provided in Section 2 hereof accrued and unpaid to the date fixed for redemption.

                       4.2     Sinking Fund. If, because sufficient funds are not legally available,
       the Corporation shall not be able to redeem pursuant to the sinking fund the full number
       of shares of Series ___ Preferred Stock required to be redeemed on a redemption date, the
       Corporation shall redeem that number of shares of Series ___ Preferred Stock for the
       redemption of which funds are legally available. The obligation of the Corporation to
       make payments to the sinking fund shall be cumulative, so that if the Corporation's funds
       for any year are insufficient to permit the setting aside of a sum sufficient to retire the
       required amount of Series ___ Preferred Stock, the Corporation shall be required to make
       up the deficiency, without interest, as soon as possible and until such deficiency is made
       up no dividend or other distribution (except a dividend payable solely in Junior Stock)
       shall be paid or declared and set apart for the Junior Stock of the Corporation then
       outstanding and there shall be no purchase, acquisition or redemption (otherwise than as
       expressly permitted pursuant to Section 4(g) hereof) of any of the shares of Junior Stock
       then outstanding.

                       4.3     Pro Rata Redemption. Any redemption hereunder shall be carried
       out on a pro rata basis among the holders of the Series ___ Preferred Stock, based upon
       the number of such shares held by each holder thereof.

                        4.4     Notice of Redemption. The Corporation shall mail a notice of
       redemption to each holder of record of shares to be redeemed addressed to such holder at
       the address of such holder appearing on the books of the Corporation or given by the
       holder to the Corporation for the purpose of notice, or if no such address appears or is
       given at the place where the principal executive office of the Corporation is located, no
       earlier than 60 or later than 10 days before the date fixed for redemption. The notice of
       redemption shall include (i) the class of shares or the part of the class of shares to be
       redeemed, (ii) the date fixed for redemption, (iii) the redemption price, (iv) the place at
       which the shareholders may obtain payment of the redemption price upon surrender of
       their share certificates and (v) the fact that the redemption is pursuant to the sinking fund
       provided in this Section 4. If funds are available on the date fixed for the redemption,
       then whether or not the share certificates are surrendered for payment of the redemption
       price, the shares to be redeemed shall be deemed to be no longer outstanding for any
       purpose, dividends on such shares shall cease to accrue and the holders of such shares
       shall cease to be shareholders of the Corporation with respect to the shares redeemed on
       and after the date fixed for redemption and the holders of the shares shall be entitled only
       to receive the redemption price without interest upon surrender of the share certificate. If
       less than all the shares represented by one share certificate are to be redeemed, the
       Corporation shall issue a new share certificate for the shares not redeemed.
                         4.5     Deposit of Redemption Funds. If, on or within thirty days prior to
any or each of the dates fixed for redemption of shares of Ser
								
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