CERTIFICATE OF DESIGNATIONS
SERIES A CONVERTIBLE PREFERRED STOCK
FBO AIR, INC.
(Pursuant to Section 78.1955 of the Nevada General Corporation Law)
FBO Air, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), in accordance
with the provisions of Section 78.1955 of the Nevada General Corporation Law
That pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the
Company, as amended, the Board of Directors on February 8, 2005, adopted the following resolution creating a
series of 1,000 shares of preferred stock designated as "Series A Convertible Preferred Stock":
RESOLVED, that pursuant to the authority granted the Board of Directors by Article Fourth of the Articles of
Incorporation of the Company, as amended, there is hereby created, and the Company be, and it hereby is,
authorized to issue 1,000 shares of preferred stock, designated "Series A Convertible Preferred Stock" (the
"Preferred Shares"), which series of Preferred Shares shall have the relative rights, powers, privileges,
preferences, participations, qualifications and limitations as follows:
(1) Voting Rights.
(a) Series A Convertible Preferred Stock. Except as otherwise provided herein, in the Articles of Incorporation
and/or required by law, the holders of the Preferred Shares and the holders of the Company's common stock,
par value $0.001 per share (the "Common Stock") shall vote together as a single class with each Preferred Share
having the number of votes equal to the largest whole number of shares of Common Stock into which such
Preferred Share could be converted, at the record date for the determination of the stockholders entitled to vote
on such matters or, if no such record date is established, at the date such vote is taken.
(b) Common Stock. Each holder of shares of Common Stock shall be entitled to one vote for each share thereof
held. Except as otherwise expressly provided herein or as