8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2009

BRINX RESOURCES LTD.

(Exact name of registrant as specified in its charter)

  Nevada (State or other jurisdiction of incorporation)   333-102441 (Commission File Number)   98-0388682 (IRS Employer Identifica­tion No.)

820 Piedra Vista Road NE, Albuquerque, NM 87123

(Address of principal executive offices)(Zip Code)

(505) 250-9992

Registrant's telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 11, 2009, the registrant amended and restated its Bylaws to reflect changes required by the establishment of a series of Preferred Stock, $0.001 par value, with the rights, preferences and privileges stated within the Series A Preferred Stock Certificate of Designation attached herewith as Exhibit 4.1 (“Series A Preferred Stock”).  Such Amended and Restated Bylaws are attached herewith as Exhibit 3.1.

Item 8.01             Other Events.

On December 11, 2009, the registrant filed a Certificate of Designation with the Nevada Secretary of State to establish the Series A Preferred Stock.  Such Certificate of Designation is attached herewith as Exhibit 4.1.

Item 9.01                      Financial Statements and Exhibits

Regulation S-K Number	Document
3.1	Amended and Restated Bylaws
4.1	Certificate of Designation of Rights, Preferences, & Privileges for Series A Preferred Stock

SIGNATURES

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.

	BRINX RESOURCES LTD.
December 14, 2009	By:    /s/ Leroy Halterman                                  Leroy Halterman, President

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EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED BYLAWS

AMENDED AND RESTATED BYLAWS

OF

BRINX RESOURCES LTD.

_________________________

Adopted as of December 11, 2009

BRINX RESOURCES LTD.

AMENDED AND RESTATED BYLAWS

TABLE OF CONTENTS

SECTION		PAGE
ARTICLE I - OFFICES
1.1	Registered Office	1
1.2	Principal Office	1
ARTICLE II - STOCKHOLDERS
2.1	Annual Meeting	1
2.2	Special Meetings	1
2.3	Place of Meeting	1
2.4	Notice of Meeting	1
2.5	Adjournment	2
2.6	Organization	2
2.7	Closing of Transfer Books or Fixing of Record Date	2
2.8	Quorum	2
2.9	Proxies	2
2.10	Voting of Shares	2
2.11	Action Taken Without a Meeting	3
2.12	Meetings by Telephone	3
2.13	Voting by Class or Series	3
ARTICLE III - DIRECTORS
3.1	Board of Directors; Number; Qualifications; Election	3
3.2	Powers of the Board of Directors: Generally	4
3.3	Committees of the Board of Directors	4
3.4	Resignation	4
3.5	Removal	4
3.6	Vacancies	4
3.7	Regular Meetings	4
3.8	Special Meetings	4
3.9	Notice	4
3.10	Quorum	5
3.11	Manner of Acting	5
3.12	Compensation	5
3.13	Action Taken Without a Meeting	5
3.14	Meetings by Telephone	5
3.15	Nominations of Directors	6
ARTICLE IV - OFFICERS AND AGENTS
4.1	Officers of the Corporation	6
4.2	Election and Term of Office	7
4.3	Removal	7

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4.4	Vacancies	7
4.5	President	7
4.6	Vice Presidents	7
4.7	Secretary	7
4.8	Treasurer	8
4.9	Salaries	8
4.10	Bonds	8
ARTICLE V - STOCK
5.1	Certificates	8
5.2	Record	9
5.3	Consideration for Shares	9
5.4	Cancellation of Certificates	9
5.5	Lost Certificates	9
5.6	Transfer of Shares	9
5.7	Transfer Agents, Registrars, and Paying Agents	10
ARTICLE VI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
6.1	Indemnification; Advancement of Expenses	10
6.2	Insurance and Other Financial Arrangements Against Liability of Directors, Officers, Employees, and Agents	10
ARTICLE VII - APPLICABILITY OF CERTAIN STATUTES
7.1	Acquisition of Controlling Interest	10
7.2	Combinations with Interested Stockholders	10
ARTICLE VIII - EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS; DEPOSITS; PROXIES
8.1	Execution of Instruments	10
8.2	Loans	11
8.3	Checks and Endorsements	11
8.4	Deposits	11
8.5	Proxies	11
8.6	Contracts	11
ARTICLE IX - MISCELLANEOUS
9.1	Waivers of Notice	11
9.2	Corporate Seal	11
9.3	Fiscal Year	12
9.4	Amendment of Bylaws	12
9.5	Uniformity of Interpretation and Severability	12
9.6	Emergency Bylaws	12
Secretary's Certification		12

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AMENDED AND RESTATED BYLAWS

OF

BRINX RESOURCES LTD.

ARTICLE I

OFFICES

1.1           REGISTERED OFFICE.  The registered office of the Corporation required by the Chapter 78 of the Nevada Revised Statutes ("NRS") to be maintained in Nevada may, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the Board of Directors.

1.2           PRINCIPAL OFFICE.  The Corporation may have such other office or offices either within or outside of the State of Nevada as the business of the Corporation may require from time to time if so designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

2.1           ANNUAL MEETING.  An annual meeting of the stockholders and an annual meeting of each separate class of stockholders entitled to elect one or more directors shall be held on a date that is within 18 months after the preceding annual meeting for the purpose of electing directors and conducting such other proper business as may come before the meetings.  The date, time and place of the annual meetings shall be determined by the president of the Corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meetings.  Annual meetings of classes may be held jointly; provided, that when voting by different classes is required, such voting is accommodated.  For purposes of these bylaws, any series or classes of stockholders that have the same voting rights with respect to a particular matter or issue (such as the election of directors) shall, where appropriate, be deemed to constitute a single class.

2.2           SPECIAL MEETINGS.  Special meetings of stockholders and meetings of a separate class of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Nevada, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time by the Chairman of the Board, the president, any vice president, or any two members of the Board of Directors or, in the case of a class meeting, by the director or directors designated by the class, and shall be called by the president upon the written request of holders of shares entitled to cast not less than one-third of the votes at the meeting.  Such written request shall state the purpose or purposes of the meeting and shall be delivered to the president.  At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

2.3           PLACE OF MEETING.  The Board of Directors may designate any place, either within or outside the State of Nevada, as the place for any annual meeting or special meeting called by the Board of Directors.  If no designation is made, or if a meeting shall be called otherwise than by the Board, the place of meeting shall be the Company's principal offices, whether within or outside the State of Nevada.

2.4           NOTICE OF MEETING.  Written notice signed by an officer designated by the Board of Directors, stating the place, day, and hour of the meeting and the purpose for which the meeting is called, shall be delivered personally or mailed postage prepaid to each stockholder of record entitled to vote at

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the meeting not less than 10 nor more than 60 days before the meeting.  If mailed, such notice shall be directed to the stockholder at his address as it appears upon the records of the Corporation, and notice shall be deemed to have been given upon the mailing of any such notice, and the time of the notice shall begin to run from the date upon which the notice is deposited in the mail for transmission to the stockholder.  Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership.  Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

2.5           ADJOURNMENT.  When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2.6           ORGANIZATION.  The president or any vice president shall call meetings of stockholders or a class of stockholders to order and act as chairman of such meetings.  In the absence of said officers, any stockholder entitled to vote at that meeting, or any proxy of any such stockholder, may call the meeting to order and a chairman shall be elected by a majority of the stockholders entitled to vote at that meeting.  In the absence of the secretary or any assistant secretary of the Corporation, any person appointed by the chairman shall act as secretary of such meeting. An appropriate number of inspectors for any meeting of stockholders may be appointed by the chairman of such meeting.  Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

2.7           CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  The directors may prescribe a period not exceeding 60 days before any meeting of the stockholders or a class of stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than 60 days before the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings must be determined.  Only stockholders of record on that day are entitled to notice or to vote at such meeting.

2.8           QUORUM.  Two-thirds of the voting power that is present, in person or by proxy, regardless of whether the proxy has authority to vote on all matters, shall constitute a quorum at a meeting of stockholders or a class of stockholders.  If less than two-thirds of the voting power is represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice for a period not to exceed 60 days at any one adjournment.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The stockholders present at a duly organized meeting of stockholders or a class of stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders so that less than a quorum remains.

2.9           PROXIES.  At all meetings of stockholders or a class of stockholders, a stockholder may vote by proxy, as prescribed by law.  Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.  No proxy shall be valid after 6 months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation.

2.10           VOTING OF SHARES.  Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of stockholders, except as may be otherwise provided in the Articles of

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Incorporation or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation.  If the Articles of Incorporation or any such resolution provide for more or less than one vote per share for any class or series of shares on any matter, every reference in the Articles of Incorporation, these Bylaws and the NRS to a majority or other proportion or number of shares shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the Articles  of Incorporation, or the NRS.  Cumulative voting shall not be allowed.  Unless the NRS provides for different proportions, if a quorum is present, action by the stockholders or a class of stockholders on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.

2.11           ACTION TAKEN WITHOUT A MEETING.  Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders or a class of stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.  In no instance where action is authorized by written consent need a meeting of stockholders or a class of stockholders be called or notice given.  The written consent must be filed with the minutes of the proceedings of the stockholders.

2.12           MEETINGS BY TELEPHONE.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, stockholders may participate in a meeting of stockholders or a class of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

2.13           VOTING BY CLASS OR SERIES.  Unless otherwise provided in the NRS, the Articles of Incorporation or these Bylaws, if voting by a class or series of stockholders is permitted or required, two-thirds of the voting power of the class or series that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum for the transaction of business.  An act by the stockholders of each class or series is approved if a majority of the voting power of a quorum of the class or series votes for the action.

ARTICLE III

DIRECTORS

3.1           BOARD OF DIRECTORS; NUMBER; QUALIFICATIONS; ELECTION.  The Corporation shall be managed by a Board of Directors, all of whom must be natural persons at least 18 years of age. Directors need not be residents of the State of Nevada or stockholders of the Corporation.  The number of directors of the Corporation shall be not less than one nor more than twelve.  The number of directors shall initially be fixed at one (1) and shall be automatically increased by one (1) immediately when the holders of Series A Preferred Stock of the Corporation are entitled to elect a director, who shall be designated the “Series A Director”.  Subject to such limitations, the number of directors may be increased or decreased by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director or eliminating the Series A Director without the majority vote of the holders of Series A Preferred Stock.  Subject to the provisions of Article III of the Corporation's Articles of Incorporation, each director shall hold office until the next annual meeting of stockholders or until his successor has been elected and qualified.  Each class of stock entitled to elect a director may hold a class meeting for the purpose of selecting and proposing candidates as designated

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directors of the class.

3.2           POWERS OF THE BOARD OF DIRECTORS:  GENERALLY.  Subject only to such limitations as may be provided by the NRS or the Articles of Incorporation, the Board of Directors shall have full control over the affairs of the Corporation.

3.3           COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of Directors may, by  resolution or resolutions passed by a majority of the whole Board, designate one or more committees,  each committee to consist of one or more directors, which, to the extent provided in the resolution or resolutions or in these  Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place on a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  Unless the Articles of Incorporation or these Bylaws provide otherwise, the Board of Directors may appoint natural persons who are not directors to serve on committees.

3.4           RESIGNATION.  Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the president, any vice president, or the secretary of the Corporation.  Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.5           REMOVAL.  Except as otherwise provided in the Articles of Incorporation, any director may be removed, either with or without cause, at any time by the vote of the stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power in the class of stock entitled to designate such director pursuant to this Article III.

3.6           VACANCIES.  All vacancies, including those caused by any resignation or an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is a vacancy of the Series A Director, in which case, such vacancy shall be filled by the class of stock entitled to designate such director in the manner specified in Section 3.1.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  A director elected to fill a vacancy caused by an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor has been elected and has qualified.

3.7           REGULAR MEETINGS.  A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of stockholders.  The Board of Directors may provide by resolution the time and place, either within or outside the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.

3.8           SPECIAL MEETINGS.  Special meetings of the Board of Directors may be called by or at the request of the president, the entire board of directors, or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the Board of Directors called by them.

3.9           NOTICE.  Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address.  Any director may waive notice of any meeting.  A director's presence at a meeting shall constitute a waiver of notice of such meeting if the director's oral consent is entered on the minutes or by taking part in the

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deliberations at such meeting without objecting.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.10           QUORUM.  A majority of the number of directors elected and qualified at the time of the meeting, which majority must include the Series A Director, if any exists, shall constitute a quorum for the transaction of business at any such meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.11           MANNER OF ACTING. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting and entitled to vote on that particular matter shall be the act of the Board, unless the vote of a greater number is required by law or the Articles of Incorporation or unless the affirmative vote of the Series A Director is required as set forth below.

The affirmative vote of the Series A Director, if any exists, shall be required to take any of the following actions:

(a) the adoption, amendment or termination of any stock grant, option or purchase plan or other stock incentive program or arrangement for employees, officers, directors or consultants or advisors of or contractors with the Corporation or any subsidiaries;

(b) the liquidation, dissolution, winding up or any Fundamental Change (as defined in the Certificate of Designation of Rights, Preferences & Privileges for Series A Preferred Stock of the Corporation) of the Corporation;

(c) the change of the primary business focus of the Corporation and any subsidiaries to something other than the business of the Corporation as conducted on the date hereof; or

(d) the authorization of any action (including without limitation the amendment or repeal of any provision of, or the addition of any provision to, the Articles of Incorporation or these bylaws), if such action would alter or change the rights, privileges or powers of, or the restrictions provided for the benefit of, the holders of Series A Preferred Stock.

3.12           COMPENSATION.  By resolution of the Board of Directors, any director may be paid any one or more of the following:  his expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.13           ACTION TAKEN WITHOUT A MEETING.  Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee.  The written consent must be filed with the minutes of the proceedings of the Board or committee.

3.14           MEETINGS BY TELEPHONE.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

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3.15           NOMINATIONS OF DIRECTORS.  Subject to the rights, if any, of the holders of any series of preferred stock then outstanding, only persons nominated in accordance with the procedures set forth in this Section 3.15 shall be eligible for election as directors.  Nominations of persons for election to the Board of Directors (other than the Series A Director) may be made at an annual meeting of stockholders or special meeting of stockholders called by the Board of Directors for the purpose of electing directors (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the notice procedure set forth in this Section 3.15.  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not earlier than 120 days nor later than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be received by the Secretary not earlier than the 120th day prior to such annual meeting and not later than the 90th day prior to such annual meeting, or if later, the 10th day following the day on which public announcement of the date of such meeting is first made; provided further, that in the event the Corporation has never held an annual meeting, notice by the stockholder to be timely must be received by the Secretary prior to January 31 of that year.  In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.

A stockholder’s notice to the Secretary pursuant to this Section 3.15 shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation which are beneficially owned by such person on the date of such stockholder’s notice and (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”) (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation’s (or its agent’s) books, of such stockholder and any other stockholders known by such stockholder to be supporting such nominee(s), (B) the class and number of shares of the Corporation which are beneficially owned by such stockholder on the date of such stockholder’s notice, and (C) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; and (iii) a description of all arrangements or understandings between the stockholder and each nominee and other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder.  No person shall be eligible for election as a director of the Corporation (other than a Series A Director) unless nominated in accordance with the procedures set forth in this Section 3.15.  The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this Section and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

ARTICLE IV

OFFICERS AND AGENTS

4.1           OFFICERS OF THE CORPORATION.  The Corporation shall have a president, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors.  The Board of Directors may appoint one or more vice presidents and such other officers, assistant officers, committees,

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and agents, including a chairman of the board, assistant secretaries, and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors.  One person may hold any two or more offices.  The officers of the Corporation shall be natural persons 18 years of age or older.  In all cases where the duties of any officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, such officer, agent, or employee shall follow the orders and instructions of (a) the president, and if a chairman of the board has been elected, then (b) the chairman of the board.

4.2           ELECTION AND TERM OF OFFICE.  The officers of the Corporation shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting of the stockholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  Each officer shall hold office until the first of the following occurs:  until his successor shall have been duly elected and shall have qualified; or until his death; or until he shall resign; or until he shall have been removed in the manner hereinafter provided.

4.3           REMOVAL.  Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

4.4           VACANCIES.  A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

4.5           PRESIDENT.  The president shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents, and employees.  The president shall, unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him/her, or shall execute, on behalf of the Corporation, written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of the stockholders of any other corporation in which the Corporation shall hold any stock.  The president may, on behalf of the Corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings.  At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock so held by the Corporation and may execute written consents and other instruments with respect to such stock and may exercise any and all rights and powers incident to the ownership of said stock, subject however to the instructions, if any, of the Board of Directors.  The president shall have custody of the treasurer's bond, if any.  If a chairman of the board has been elected, the chairman of the board shall have, subject to the direction and modification of the Board of Directors, all the same responsibilities, rights, and obligations as described in these Bylaws for the president.

4.6           VICE PRESIDENTS.  The vice presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the Board of Directors.  In the absence of the president, the vice president designated by the Board of Directors or (if there be no such designation) the vice president designated in writing by the president shall have the powers and perform the duties of the president.  If no such designation shall be made, all vice presidents may exercise such powers and perform such duties.

4.7           SECRETARY.  The secretary shall perform the following: (a) keep the minutes of the proceedings of the stockholders, executive committee, and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and affix the seal to all documents when 

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authorized by the Board of Directors; (d) keep, at the Corporation's registered office or principal place of business within or outside Nevada, a record containing the names and addresses of all stockholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Corporation's transfer agent or registrar; (e) sign with the president or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;  (f) have general charge of the stock transfer books of the Corporation, unless the Corporation has a  transfer agent; and (g) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.  Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

4.8           TREASURER.  The treasurer shall be the principal financial officer of the Corporation and shall have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the Corporation, and shall deposit the same in accordance with the instructions of the Board of Directors.  The treasurer shall receive and give receipts and acquittances for monies paid in or on account of the Corporation, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity.  The treasurer shall perform all other duties incident to the office of the treasurer and, upon request of the Board, shall make such reports to it as may be required at any time.  The treasurer shall, if required by the Board, give the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his/her duties and for the restoration to the Corporation of all books, papers, vouchers, money, and other property of whatever kind in his/her possession or under his control belonging to the Corporation.  The treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the president.  The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of the Corporation.  The treasurer shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations.

4.9           SALARIES.  Officers of the Corporation shall be entitled to such salaries, emoluments, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

4.10           BONDS.  If the Board of Directors by resolution shall so require, any officer or agent  of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of that officer's or agent's duties and offices.

ARTICLE V

STOCK

5.1           CERTIFICATES.  The shares of stock shall be represented by consecutively numbered certificates signed in the name of the Corporation by its president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary, and shall be sealed with the seal of the Corporation, or with a facsimile thereof.  Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.  If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as the registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities

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countersigns or otherwise authenticates any stock certificates in both capacities.  In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificates, or whose facsimile signature has been used thereon, had not ceased to be an officer of the Corporation.

Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation's organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate or a statement that the shares are without par value.  Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors.

5.2           RECORD.  A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the Corporation.

5.3           CONSIDERATION FOR SHARES.  Shares shall be issued for such consideration, expressed in dollars (but not less than the par value thereof) as shall be fixed from time to time by the Board of Directors.  That part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed the consideration for the issuance of such dividend shares.  Such consideration may consist, in whole or in part, of money, promissory notes, other property, tangible or intangible, or in labor or services actually performed for the Corporation, contracts for services to be performed or other securities of the Corporation.

5.4           CANCELLATION OF CERTIFICATES.  All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates.

5.5           LOST CERTIFICATES.  In case of the alleged loss, destruction, or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe.  The Board of Directors may in its discretion require a bond, in such form and amount and with such surety as it may determine, before issuing a new certificate.

5.6           TRANSFER OF SHARES.  Upon surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate.  Every such transfer of stock shall be entered on the stock book of the Corporation which shall be kept at its principal office or by its registrar duly appointed.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

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5.7           TRANSFER AGENTS, REGISTRARS, AND PAYING AGENTS.  The Board may at its discretion appoint one or more transfer agents, registrars, and agents for making payment upon any class of stock, bond, debenture, or other security of the Corporation.  Such agents and registrars may be located either within or outside Nevada.  They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1           INDEMNIFICATION; ADVANCEMENT OF EXPENSES.  To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.751), as the same now exists or may hereafter be amended or supplemented, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding.  Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors.  No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment.

6.2           INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS.  To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer,  employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other  enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

ARTICLE VII

APPLICABILITY OF CERTAIN STATUTES

7.1           ACQUISITION OF CONTROLLING INTEREST. The provisions of the NRS pertaining to the acquisition of a controlling  interest (currently set forth in NRS 78.378 to 78.3793,  inclusive),  as the same now exists or may  hereafter be amended or supplemented, shall not apply to the Corporation.

7.2           COMBINATIONS WITH INTERESTED STOCKHOLDERS.  The provisions of the NRS pertaining to combinations with interested stockholders (currently set forth in NRS 78.411 to  78.444, inclusive), as the same now exists or may hereafter be amended or supplemented, shall not apply to the Corporation.

ARTICLE VIII

EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;

DEPOSITS; PROXIES

8.1           EXECUTION OF INSTRUMENTS.  The president or any vice president shall have the power to execute and deliver on behalf of and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.  Unless authorized to do so by these Bylaws or by the Board of

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Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

8.2           LOANS.  The Corporation may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Corporation, or directors of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the NRS.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

8.3           CHECKS AND ENDORSEMENTS.  All checks, drafts, or other orders for the  payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

8.4           DEPOSITS.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the Corporation's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks,  drafts, and other orders for the payment of money payable to the Corporation or its order.

8.5           PROXIES.  Unless otherwise provided by resolution adopted by the Board of  Directors, the president or any vice president may from time to time appoint one or more agents or attorneys-in-fact of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association, or other entity any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, association, or other entity or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation,  association, or other entity, and may instruct the person or persons so  appointed  as to the manner of casting such votes or giving  such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

8.6           CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE IX

MISCELLANEOUS

9.1           WAIVERS OF NOTICE.  Whenever notice is required by the NRS, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, stockholder, or other person entitled to said notice, whether before, at, or after the time stated therein, or his appearance at such meeting in person or (in the case of a stockholders' meeting) by proxy, shall be equivalent to such notice.

9.2           CORPORATE SEAL.  The Board of Directors may adopt a seal circular in form and  bearing the name of the Corporation, the state of its incorporation, and the word "Seal" which, when

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adopted, shall constitute the seal of the Corporation.  The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber-stamped with indelible ink.

9.3           FISCAL YEAR.  The Board of Directors may, by resolution, adopt a fiscal year for the Corporation.

9.4           AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any time, and from time to time, be amended, supplemented or repealed by the Board of Directors.

9.5           UNIFORMITY OF INTERPRETATION AND SEVERABILITY.  These Bylaws shall  be so interpreted and construed as to conform to the Articles of Incorporation and the laws of the State of Nevada or of any other state in which conformity may become necessary by reason of the   qualification of the Corporation to do business in such state, and where conflict between these Bylaws,  the Articles of Incorporation or the laws of such a state has arisen or shall arise, these Bylaws shall be considered to be modified to the extent, but only to the extent, conformity shall require.  If any provision  hereof or the application thereof shall be deemed to be invalid by reason of the foregoing sentence, such  invalidity shall not affect the validity of the remainder of these Bylaws without the invalid provision or the application thereof, and the provisions of these Bylaws are declared to be severable.

9.6           EMERGENCY BYLAWS.  Subject to repeal or change by action of the stockholders, the Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions of the laws of the State of Nevada.

SECRETARY'S CERTIFICATION

The undersigned Secretary of Brinx Resources Ltd. (the "Corporation") hereby certifies that the foregoing Amended and Restated Bylaws are the Bylaws of the Corporation adopted by the Board of Directors as of the 11th day of December, 2009.

By:	/s/ Leroy Halterman
	Leroy Halterman
	Secretary

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EX-4.1

EXHIBIT 4.1

CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES,

AND PRIVILEGES FOR SERIES A PREFERRED STOCK

CERTIFICATE OF DESIGNATION of

RIGHTS, PREFERENCES & PRIVILEGES for

SERIES A PREFERRED STOCK of

BRINX RESOURCES LTD., A NEVADA CORPORATION

1.             Designation.

One Million (1,000,000) shares of the Preferred Stock of this corporation are hereby constituted as a series of Preferred Stock, $0.001 par value per share, designated as “Series A Preferred Stock” (the “Series A Preferred Stock”).

2.           Redemptions.

 (a)           (i)           If a Fundamental Change (as hereinafter defined) is to occur, this corporation will notify each holder of Series A Preferred Stock in writing of such pending Fundamental Change no less than twenty-five (25) days prior to the consummation thereof.  Such notice will describe the material terms and conditions of the Fundamental Change (including, but not limited to, the amount and nature of the total consideration to be paid in connection therewith) and the provisions of this Section 2(a)(i) and this corporation will thereafter give each holder prompt notice of any material changes in such terms.  The holder or holders of a majority of the Series A Preferred Stock then outstanding may (a) reject the Fundamental Change or (b) require this corporation to redeem for cash all the Series A Preferred Stock then outstanding at a price per share of Series A Preferred Stock equal to the Series A Redemption Price (as hereinafter defined), by giving written notice to this corporation of such election within twenty-five (25) days after receipt of notice from this corporation. Upon receipt of such election to redeem, this corporation will be obligated to redeem the outstanding Series A Preferred Stock at the time of the consummation of such Fundamental Change.  If the proposed Fundamental Change does not occur, the request for redemption automatically will be deemed rescinded.

(ii)           The term “Fundamental Change” means (a) individuals who constitute the Board of Directors of the corporation as of the date hereof shall cease to constitute a majority of the members of the Board of Directors still in office, (b) a sale, lease or other transfer of more than fifty percent (50%) of the assets of this corporation on a consolidated basis (computed on the basis of book value, determined in accordance with generally accepted accounting principles consistently applied, or fair market value, as determined by the Board of Directors in its reasonable good faith judgment) in any transaction or series of related transactions (other than sales in the ordinary course of business), or (c) any merger, consolidation or reorganization to which this corporation is a party, except for a merger, consolidation or reorganization in which either (x) this corporation is the surviving corporation or (y) the outstanding Series A Preferred Stock is converted into or exchanged for shares of convertible preferred stock of an entity succeeding to the business of this corporation, which convertible preferred stock has powers, preferences, and relative, participating, optional, or other rights, and qualifications, limitations, and restrictions, substantially similar to those of the Series A Preferred Stock, and in either case (x) or (y), after giving effect to such merger, consolidation or reorganization, the holders of this corporation’s outstanding capital stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization will own immediately following the merger, consolidation or reorganization outstanding capital stock of this corporation or other surviving entity (on a fully diluted basis) having the ordinary voting power to elect a majority of the members of the Board of Directors of this corporation or other surviving entity.

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(iii)           If and to the extent that applicable law or any other restriction prohibits the payment to the holders of Series A Preferred Stock of all or any portion of the amounts required to be paid under this subsection (a), such unpaid amounts will be paid to the holders of Series A Preferred Stock by the person (other than this corporation) who is a party to the Fundamental Change described under clauses (a) through (c) of the definition thereof  upon the closing thereof or on such other date determined pursuant to Section 2(a)(ii) by purchase of such shares of Series A Preferred Stock under an agreement which will provide that such purchased shares will be canceled effective upon such purchase.  In the event the full amount of any payment hereunder is not paid to the holders of the Series A Preferred Stock upon or immediately prior to such closing or other date in accordance herewith, then the entire amount payable in respect of the Fundamental Change will be distributed ratably among the holders of Series A Preferred Stock in proportion to the aggregate Series A Redemption Price of the shares of Series A Preferred Stock held by each holder.

(iv)           In the event that the requirements of this subsection (a) are not complied with respect to a Fundamental Change, this corporation will either:

(A)           cause the closing of the Fundamental Change to be postponed until such time as the requirements of this subsection (a) have been complied with; or

(B)           cancel such Fundamental Change, in which event the rights, preferences and privileges of the holders of Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in this subsection (a).

(v)           For purposes hereof, the “Series A Redemption Price” of any Series A Preferred  Stock is an amount equal to the Fair Market Value (as defined below) of such Series A Preferred Stock.

(vi)           “Fair Market Value” means in the case of a transaction constituting a Fundamental Change, the value of the consideration (determined as provided in subsection 2(a)(vii) below) that will be paid by the purchaser in the transaction constituting the Fundamental Change in respect of such Series A Preferred Stock.  If such parties are unable to reach agreement within a reasonable period of time not to exceed thirty days, such fair value will be determined by an independent appraiser jointly selected by this corporation and the holder or holders of a majority of the Series A Preferred Stock. If this corporation and the holder or holders of a majority of the Series A Preferred Stock are unable to mutually agree upon an appraiser, each of this corporation and the holder or holders of a majority of the Series A Preferred Stock shall select an appraiser, and the two appraisers shall select a third appraiser to determine such Fair Market Value, which appraised value shall be binding on all parties.  The fees and expenses of all appraisers hereunder shall be borne by this corporation.  Fair Market Value with respect to any securities of this corporation shall be determined without discount for lack of liquidity, or the fact that any securities so appraised represent a minority interest in the corporation.

(vii)           In a transaction constituting a Fundamental Change, if the consideration received is other than cash, its value will be determined as provided below. Any securities shall be valued as follows:

(A)           Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below:

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(1)           If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30) day period ending three (3) days prior to the closing;

(2)           If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and

(3)           If there is no active public market, the value shall be the fair market value thereof, as mutually determined by this corporation and the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred Stock or if they cannot agree, by an appraiser or appraisers selected in the manner contemplated by the definition of "Fair Market Value."

(B)           The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by this corporation and the holders of at least a majority of the voting power of all then outstanding shares of the Series A Preferred Stock.

(C)           For any other form of consideration other than cash or securities, the value shall be the fair market value thereof, as mutually determined by this corporation and the holders of at least a majority of the voting power of all then outstanding shares of Series A Preferred Stock or if they cannot agree, by an appraiser or appraisers selected in the manner contemplated by the definition of "Fair Market Value."

 (b)             For each share of Series A Preferred Stock that is to be redeemed, this corporation shall be obligated to pay to the holder thereof (upon surrender by such holder at this corporation’s principal office of the certificate representing such Series A Preferred Stock) an amount in immediately available funds equal to the Series A Redemption Price.  If the funds of this corporation legally available for redemption of Series A Preferred Stock on any redemption date are insufficient to redeem the total number of shares of Series A Preferred Stock to be redeemed on such date, those funds that are legally available shall be used to redeem the Series A Preferred Stock to be redeemed on such redemption date, paid to the holders of the Series A Preferred Stock ratably in proportion to the number of shares of Series A Preferred Stock held by each such holder on such redemption date.  At any time thereafter when additional funds of this corporation are legally available for the redemption of Series A Preferred Stock, such funds shall immediately be used to redeem the balance of the Series A Preferred Stock that this corporation had become obligated to redeem but had not redeemed, paid to the holders of the Series A Preferred Stock ratably in proportion to the number of shares of Series A Preferred Stock held by each such holder on the date such funds become legally available.  In case fewer than the total number of shares of Series A Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of unredeemed shares of Series A Preferred Stock shall be issued to the holder thereof without cost to such holder within three (3) business days after surrender of the certificate representing the redeemed shares of Series A Preferred Stock.

(c)            Any shares of Series A Preferred Stock that are redeemed or otherwise acquired by this corporation shall be cancelled, shall no longer be deemed to be outstanding and shall not be issuable by this corporation. The Articles of Incorporation of this corporation shall be appropriately amended to

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effect the corresponding reduction in this corporation's authorized capital stock.

3.           Voting Rights.

(a)           General.  The holders of the Series A Preferred Stock shall be entitled to elect one director of this corporation in connection with each annual election of directors who shall be the designated “Series A Director”.    With respect to any other matter submitted for a vote (or a written consent in lieu thereof) by the stockholders of this corporation (except those contained in Section 4, as to which the Series A Preferred Stock will be entitled to vote separately as a class), the holders of Series A Preferred Stock and the holders of the common stock, $0.001 par value of this corporation (“Common Stock”) shall vote together as a single class and not as separate series.

(b)           Director Vacancies.  In the case of any vacancy (other than a vacancy caused by removal) in the office of the Series A Director, the affirmative vote of the holders of a majority of the shares of the Series A Preferred Stock shall elect a successor to hold office for the unexpired term of the Series A Director.  The Series A Director may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative vote of the holders of the shares of the Series A Preferred Stock entitled to elect such director, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders, and any vacancy thereby created may be filled by the holders of the Series A Preferred Stock represented at the meeting or pursuant to written consent.

(c)           Events of Noncompliance.  If an Event of Noncompliance (as hereinafter defined) shall have occurred, then the holders of Series A Preferred Stock, voting as a separate class, will have the special right (in addition to any other voting rights such holders may have) to elect that number of directors to the Board of Directors that would constitute a majority of the Board of Directors at such time.  Whenever such special right has vested, it may be exercised at any special meeting of this corporation’s stockholders as provided below or by written consent of the holders of a majority of the Series A Preferred Stock then outstanding.  If an Event of Noncompliance shall have occurred, then upon the written request of the holders of a majority of the Series A Preferred Stock, a proper officer of this corporation will call as promptly as possible a special meeting of this corporation’s stockholders for the purpose of electing directors.  If such meeting has not been called by a proper officer of this corporation within five (5) days after personal service of said written request upon the secretary of this corporation or within ten (10) days after mailing the same by registered mail addressed to the secretary of this corporation at its principal office, then the holders of record of a majority of the Series A Preferred Stock at the time outstanding may designate in writing one of their number to call such meeting at the expense of this corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and will be held at such place designated by such holders.  Any holder of Series A Preferred Stock so designated will be given access to the stock record books of this corporation for the purpose of causing meetings of stockholders to be called pursuant to these provisions.  Upon the convening of such meeting, the office of all persons who were theretofore directors of this corporation shall terminate and the entire Board of Directors shall consist of those members elected at the meeting, the majority of which shall be elected by the holders of a majority of the Series A Preferred Stock, voting as a separate class, and the remainder of which shall be elected by the holders of the Corporation’s other classes of voting stock then outstanding.  The special right of the holders of the Series A Preferred Stock provided for in this subsection 3(c) shall continue until the Event of Noncompliance giving rise to such right ceases to exist, but may be invoked again if an additional Event of Noncompliance occurs.  Any director elected pursuant to these special rights may be removed, and any vacancy in the board existing at such time when this special voting power is vested can be filled, by

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written consent or at another special meeting in accordance with these provisions.

(d)           An “Event of Noncompliance” shall be deemed to have occurred if this corporation fails to make any redemption payment with respect to the Series A Preferred Stock that it is obligated to make hereunder (regardless of whether funds are legally available therefor).

4.           Protective Provisions.

This corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the Series A Preferred Stock do any of the following:

(a)           amend, alter, or repeal any provision of the Articles of Incorporation or the Bylaws of this corporation (including any filing of a Certificate of Designation) that alters or changes the voting powers, preferences, or other special rights or privileges, or restrictions of the Series A Preferred Stock;

(b)           increase or decrease the total number of authorized shares of Series A Preferred Stock;

(c)           authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any other equity security, which has a preference over the Series A Preferred Stock with respect to voting, or authorize any increase in the authorized or designated number of any such security;

(d)           purchase or otherwise acquire any share or shares of Preferred Stock or Common Stock (or pay into or set aside for a sinking fund for such purpose); provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for this corporation or any subsidiary pursuant to agreements under which this corporation has the option to repurchase such shares at cost or at cost upon the occurrence of certain events, such as the termination of employment;

(e)           authorize the voluntary or involuntary dissolution, liquidation or winding-up of this corporation;

(f)           pay any dividend or other distribution other than (i) in the case of the Common Stock, a dividend or distribution payable solely in Common Stock and (ii) any dividend or distribution the fair market value of which does not exceed 10% of this corporation's aggregate net profits for the fiscal year of this corporation in which such dividend is declared and the immediately preceding fiscal year;

(g)           cause this corporation to enter into or engage, directly or indirectly, in any material respect any line of business other than the other than the business anticipated to be conducted by this corporation as of the date of the first issuance of the Series A Preferred Stock; or

(h)           enter into any transaction with any officer, director or stockholder of this corporation or any "affiliate" or "associate" (as such terms are defined in the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1940) of any such person or entity, other than normal employment arrangements and benefit programs on reasonable terms and other than any transaction (or series of related transactions) involving not more than $100,000 in the aggregate that has been approved by a majority of the Board of Directors (excluding any director who is interested in such transaction, either directly or through one of his affiliates or associates) after full disclosure of the terms thereof to the Board of Directors and after the determination by such majority of the Board of Directors

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that the terms of such transaction are at least as favorable to this corporation as those which could be obtained from an unaffiliated third party).   

5.           Miscellaneous.

(a)           Registration of Transfer.  This corporation will keep at its principal office a register for the registration of Series A Preferr­ed Stock.  Upon the surrender of any certificate representing Series A Preferred Stock at such place, this corporation will, at the request of the record holder of such certificate, execute and deliver (at this corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Series A Preferred Stock represented by the surrendered certi­ficate.  Each such new certificate will be registered in such name and will represent such number of Series A Preferred Stock as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.

(b)           Replacement.  Upon receipt of evidence reasonably satisfactory to this corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Series A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to this corporation (provided that if the holder is an institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, this corporation will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Series A Preferred Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

(c)           Notices.  Except as otherwise expressly provided, all notices referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (a) to this corporation, at its principal executive offices and (b) to any shareholder, at such holder’s address as it appears in the stock records of this corporation (unless otherwise indicated in writing by such holder).

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