EXHIBIT 3.3

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR SOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION.

Number 00 000 Shares

VIREXIT TECHNOLOGIES, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF WYOMING

This Certifies that _____________

is the owner of ______________

FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES E PREFERRED STOCK, $0.001 PAR VALUE, OF

VirExit Technologies, Inc., transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

Witness the facsimile signatures of the Company’s duly authorized officers.

Dated: ____________

/s/ James C. Katzaroff	/s/ L. Bruce Jolliff
James C. Katzaroff, President	L. Bruce Jolliff, Secretary

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ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

____________________________________________________________________________________________

(Please print or typewrite name and address, including postal zip code, of assignee)

____________________________________________________________________________________________

the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

____________________________________________________________________________________________

Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:

________________________________________________________

Signature Guaranteed:

________________________________________________________

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

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