X0202 3 2006-10-13 0 0001141395 Y-TEL INTERNATIONAL INC YTLI 0001378826 SMITH DANIEL 10901 W. 120TH AVENUE SUITE 185 BROOMFIELD CO 80021 1 1 1 0 Chief Financial Officer Series A Preferred Shares (Super Majority Voting) 1020000 D Common Shares 0 D Series A Preferred Shares 2007-10-31 2009-10-31 Common D Series A Preferred is Super Majority Voting over common allowing it to always vote a majority as if common. In the event the Company has positive EBITDA (Earning Before Interest Tax Depreciation and Amortization)of $250k, after one year from October 31, 2006, Series A Preferred Share holders may convert to common shares at the conversion price of 100% of the average closing price for the preceding 5 days divided by $0.61. The average closing price for the preceding 5 days will have a minimum of $3.00 and a maximum of $7.50. In the event the Company has positive EBITDA (Earnings BEfore Interest Tax Depreciation and Amortization) of $250k, after one year from October 31, 2006, Series A Preferred Share holders may convert to common shares at the conversion price of 100% of the average closing price for the preceding 5 days divided by $0.61. The average closing price for the preceding 5 days will have a minimum of $3.00 and a maximum of $7.50. Daniel M. Smith 2006-11-04