<PAGE>

EXHIBIT 4.1.2



                               STATE OF CALIFORNIA      [SEAL]
                               SECRETARY OF STATE




         I, DEBRA BOWEN, Secretary of State of the State of California, hereby
certify:

         That the attached transcript of 2 page(s) has been compared with the
record on file in this office, of which it purports to be a copy, and that it is
full, true and correct.





                                    IN WITNESS WHEREOF, I execute this
                                    certificate and affix the Great Seal of the
                                    State of California this day of
         [SEAL]

                                                     NOV 2 4 2007
                                    --------------------------------------------

                                                /s/ Debra Bowen

                                                DEBRA BOWEN
                                                Secretary of State

<PAGE>

                                                    ENDORSED - FILED
                                          In the office of Secretary of State
                                               of the State of California
                                                     NOV 16 2007


         AMENDED OFFICERS CERTIFICATE DECREASING THE AUTHORIZED SERIES C
                                 PREFERRED STOCK
                                    of VOXEL


         Michael Anthony, the President and Secretary of Voxel a corporation
organized and existing under the California General Corporation Law, in
accordance with Section 401(c) thereof, DO HEREBY CERTIFY:

         1. I am president and secretary of Voxel.

         2. I am familiar with the facts herein certified, and am duly
authorized to certify the same.

         3. On October 31, 2007 by unanimous consent, the Board of Directors
reduced the authorized number of shares of Series C Preferred Stock to zero (0),
A true and correct copy of the Board of Directors consent is Incorporated hereto
read as in full as Exhibit "A".

         4. On October 31, 2007 there were zero (0) outstanding shares of Series
C Preferred Stock.

         5. The Articles of Incorporation of Voxel authorize the action taken by
the Board of Directors In the attached written consent.

IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do
affirm and ac nowledge the foregoing as true under the penalties of perjury this
31st day of October 2007.


By:    /s/ Michael Anthony
       -----------------------------
Name:  Michael Anthony
Title: President and Secretary

                                      -1-
<PAGE>

                  ACTION BY WRITTEN CONSENT IN LIEU OF MEETING
                            OF THE BOARD OF DIRECTORS
                                       OF
                                      VOXEL
                           (A CALIFORNIA CORPORATION)

         THE UNDERSIGNED BEING THE SOLE METNBET OF THE BOARD OF DIRECTORS (THE
"BOARD) OF CAPITAL VOXEL, (THE "COMPANY"), A CALIRNNIA CORPORATION, HEREBY TAKE
THE FOLLOWING ACTIONS BY WRITTEN CONSENT PURSUANT TO SECTION 401(C) OF THE
CALIFORNIA CORPORATIONS CODE:

         WHEREAS, THERE ARE CURRENTLY NO OUTSTANDING SERIES C PREFERRED SHARES
AND THE COMPANY HAS NO FURTHER USE FOR AUTHORIZED SERIES C PREFERRED SHARES;

         RESOLVED, THAT THE NUMBER OF AUTHORIZED SERIES C PREFERRED SHARES SHALL
BE REDUCED TO ZERO (0);

         RESOLVED FURTHER, THAT THE EXECUTION OF THE DOCUMENTS BY THE AUTHORIZED
OFFICERS OR AGENTS OF THE COMPANY RELATED TO THESE RESOLUTIONS IS AND SHALL BE
ENFORCEABLE AND A BINDING ACT AND OBLIGATION OF THE COMPANY WITHOUT THE
MOC.ESSITY OF THE SIGNATURE OR ATTESTATION OF ANY DIRECTOR OR THE BOARD, OR
AFFIXING OF THE CORPORATE SEAL; AND

         RESOLVED MIME, THAT THE CEO AND PRESIDENT AND/OR THE SECRETARY OF THE
COMPANY ARC HEREBY AUTHORIZED AND DIRECTED TO EXECUTE AND DELIVER ANY INSTRUMENT
OR INSTRUMENTS AND TO DO ALL THINGS THAT MAY EFFECTUATE THE TRANSACTIONS HEREBY
AUTHORIZED, AND SUCH OFFICERS ARE HEREBY AUTHORIZED TO CARRY OUT THESE
RESOLUTIONS IN SUCH MANNER AS HE/SHE MAY DEEM TO BE IN THE BEST INTERESTS OF THE
COMPANY; AND

         RESOLVED FURTHER, THAT THE SECRETARY OF THE COMPANY IS AUTHORIZED AND
DIRECTED TO CERTIFY THESE RESOLUTIONS AS REQUIRED; AND

         OMNIBUS RESOLUTIONS.
         --------------------

         WHEREAS, THE FOREGOING PREAMBLE AND RESOLUTION ARE INTENDED TO PROVIDE
BROAD AUTHORIZATION OF THE ACTIONS DESCRIBED THEREIN, WHETHER TAKEN PRIOR OR
SUBSEQUENT TO THE DATE THIS UNANIMOUS WRITTEN CONSENT OF THE BOARD IS EXECUTED.

         RESOLVED, THAT THE BOARD HEREBY RATIFIES AND CONFIRTNG ANY AND ALL ACTS
TAKEN IN CONNECTION WITH THE FOREGOING RESOLUTION BY THE DULY ELECTED EXECUTIVE
OFFICERS OF THE CORPORATION IN GOOD FAITH HI THEIR CAPACITIES AS SUCH OFFICERS
AS THE VALID AND BINDING ACTS OF THE CORPORATION DULY APPROVED BY THE BOARD; AND

         THIS UNANIMOUS WRITTEN CONSENT ACTION OF THE BOARD O' DIRECTORS OF
VOXEL IS HEREBY EXECUTED ON OCTOBER 31, 2007.


                                                /S/ MICHAEL ANTHONY
                                                --------------------------------
                                                MICHAEL ANTHONY



                                     [SEAL]