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EXHIBIT 4.1.3



                               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 5 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]

                                                 DEC 2 2 2007
                                    --------------------------------------------

                                                /s/ Debra Bowen

                                                DEBRA BOWEN
                                                Secretary of State

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                                                    ENDORSED - FILED
                                          In the office of Secretary of State
                                               of the State of California
                                                     DEC 12 2007


                 CERTIFICATE OF DETERMINATION OF PREFERENCES AND
                       RIGHTS OF SERIES B PREFERRED STOCK
                                    of VOXEL


         1, Michael Anthony, the President of Vexel a corporation organized and
existing under the California Corporations Code, in accordance with Section
401(a) thereof , DO HEREBY CERTIFY:

CERTIFICATE OF DETERMINATION OF SERIES B PREFERRED STOCK:
---------------------------------------------------------

         That, pursuant to the authority conferred upon the Board of Directors
by the Articles of Incorporation, the Board of Directors on October 31, 2007
adopted the following resolutions creating a series of Ten Million (10,000,000)
shares of voting Preferred Stock designated as Series B Preferred Stock. None of
the shares of the series of preferred stock described in this certificate have
been issued.

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of its Articles of
Incorporation, a series of voting Preferred Stock of the Company be and it is
hereby created, and that the designation and amount thereof and the powers,
preferences and rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:

         Section 1. Designation and Amount.

         There shall be a series of the voting preferred stock of the Company
which shall be designated as the "Series B Preferred Stock," $0.001 par value,
and the number of shares constituting such series shall be Ten Million
(10,000,000), Such number of shares may be increased or decreased by resolution
of the Board of Directors; provided, however, that no decrease shall reduce the
number of shares of Series113 Preferred Stock to a number less than that of the
shares then outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Company. The holders of Series B Preferred Stock may be
referred to herein as "Holders".

         Section 2. Dividends and Distributions.

         Subject to the rights of the holders of any shares of any series of
preferred stock of the Company ranking prior and superior to the Series B
Preferred Stock with respect to dividends, the holders of shares of Series B
Preferred Stock, in preference to the holders of shares of Common Stock, $0.001
par value (the "Common Stock', of the Company and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, dividends at the annual rate of
eight cents ($.08) per share all of which dividends must be paid prior to
payment of any dividends on Common Stock.


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         Section 3. Voting Rights.

         The holders of shares of Series B Preferred Stock shall have the
following voting rights:

         (a) Each share of Series B Preferred Stock shall entitle the holder
thereof to 10 votes on all matters submitted to a vote of the stockholders of
the Company.

         (b) Except as otherwise provided herein, in the Company's Articles of
Incorporation or by law, the holders of shares of Series B Preferred Stock, the
holders of shares of Common Stock, and the holders of shares of any other
capital stock of the Company having general voting rights shall vote together as
one class on all matters submitted to a vote of stockholders of the Company.

         Section 4. Conversion. The holders of the Series B Preferred Stock
shall have conversion rights as follows (the "Conversion Rights"):

         (a) Right to convert. Each share of Series B Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the corporation or any transfer agent
for such Series B Preferred Stock. Each share of Series B Preferred Stock shall
be convertible into ten (10) shares of Common Stock (the "Conversion Price"), in
the event that the Company HAS not maintained sufficient common stock to allow
for the conversion, at the time of a conversion election, the Company agrees to
forthwith take necessary steps to amend its articles of incorporation to provide
for sufficient authorized common stock to allow for conversion.

         (b) Mechanics of Conversion. No fractional shares of Common Stock shall
be issued upon conversion of the Series B Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the Company
shall pay cash equal to such fraction multiplied by the fair market value of a
share of Common Stock. Before any holder of Series 13 Preferred Stock shall be
entitled to convert the same into full;shares of Common Stock, it shall
surrender the certificate or certificates therefore, duly endorsed, at the
office of the Company or of any transfer agent for the Series B Preferred Stock,
and shall give written notice to the Company at such office that it elects to
convert the same. The Company shall, as soon as practicable thereafter, issue
and deliver at such office to such holder of Series B Preferred Stock a
certificate or certificates, registered in such names as specified by the
holder, for the number of shares of Common Stock to which such holder shall be
entitled as aforesaid and a check payable to the holder in the amount of any
cash amounts payable as the result of a conversion into fractional shares of
COMMON Stock, and any accrued and unpaid dividends on the converted Series B
Preferred Stock. Such conversion shall be deemed to have been.made immediately
prior to the close of business on the date of such surrender of the shares of
Series B Preferred Stock to be converted, and the person or persons entitled to
receive the shares of Common Stock issuable upon such conversion shall be
treated for all purpoSes AS the record holder or holders of such shares of
Common Stock on such date.

         (c) SUBDIVISION OR COMBINATION OF. COMMON. STOCK. If the Company at any
time subdivides (by any stock split, stock dividend cir otherwise) one or more
classes of its outstanding shares of common stock into a greater' number of
shares, the conversion price in


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effect immediately prior to such subdivision shall be proportionately reduced,
and if the Company at any time combines (by reverse stock split or otherwise)
one or more classes of its outstanding shares of common stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased.

         (D) REORGANIZATION. RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If
any reorganization, reclassification. consolidation, merger or any sale of all
or substantially all of the Company's assets to another person (collectively an
!'Organic Change') is effected in such a way that holders of shares of all
classes of the Company's common stock are entitled to receive (either directly
or upon subsequent liquidation) securities or assets with respect to or in
exchange for such common stock, then, as a condition to such Organic Change,
lawful and adequate provision (in form and substance satisfactory to the Holder)
shall be made where the Holder shall thereafter have the right to acquire and
receive in lieu of Shares immediately theretofore acquirable and receivable upon
the conversion of this Series B Preferred Stock such securities or assets as may
be issued or payable with respect to or in exchange for the number of Shares
immediately theretofore acquirable and receivable upon exercise of this Series B
Preferred Stock had such Organic Change not taken place. In any such CESE,
appropriate provision shall be made with respect to the Holder's rights and
interests to the end that the provisions of this Section 4 and Sections 5 and 6
shall thereafter be applicable in relation to any securities or assets
thereafter deliverable upon the conversion of this Series B Preferred Stock
(including, in the case of any such consolidation, merger or sale in which the
successor corporation or purchasing corporation is other than the Company, an
immediate adjustment of the conversion price to the value of the Shares
reflected by the terms of such consolidation, merger or sale, and a
corresponding immediate adjustment in the number of Shares acquirable and
receivable upon conversion of this Series B Preferred Stock, if the value so
reflected is less than the conversion price in effect immediately prior to such
consolidation, merger or sale). The Company shall not effect any such
consolidation, merger or sale unless prior to the consummation thereof the
successor corporation (if other than the Company) resulting from consolidation
or merger or the corporation purchasing such assets assumes by written
instrument (in form reasonably satisfactory to the Holder) the obligation to
deliver to the Holder such securities or assets as, in accordance with the
foregoing provisions, the Holder may be entitled to acquire.

         (E) NOTICES.

                  (i) Immediately upon any adjustment of the conversion price,
the Company shall send written notice thereof to the Holder.

                  (ii) The Company shall send written notice to the Holder at
least fifteen (15) days prior to the date on which the Company closes its books
or takes a record (A) with respect to any dividend or distribution upon shares
of any Mass of the Company's common stock, (B) with respect to any peo RATE
subscription offer to holders of shares of any class of the Company's common
stock, or (C) for determining rights to Vote with respect to any Organic Changes
dissolution or liquidation.

                  (iii) The Company shall also give at least fifteen (15) days
prior written notice of the date on which ANY Organic Change, dissolution or
liquidation shall take place.


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         Section 5. Reacquired Shares.

         Any shares of Series B Preferred Stock purchased or otherwise acquired
by the Company in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. The Company shall cause all such shares upon
their cancellation to be authorized but unissued shares of Preferred Stock which
may be reissued as part of a new series of Preferred Stock, subject to the
conditions and restrictions on issuance set forth herein.

         Section 6. Ranking.

         The Series B Preferred Stock shall rank junior to all other series of
the Company's Preferred Stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.

         Section 7. Fractional Shares.

         Series B Preferred Stock may be issued in fractions which are integral
multiples of one one-hundredth of a share. Fractions of shares of Series B
Preferred Stock may, at the election of the Company, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Company and a
depositary selected by the Company. The holders of such depositary receipts
shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Series B Preferred Stock represented by
such depositary receipts.

         Section 8. Liquidation Preference.

         In the event of any liquidation, dissolution, or winding up of the
Corporation, whether voluntary or not, the holders of Series B Preferred Stock
shall be entitled to receive, before any amount shall be paid to holders of
Common Stock, an amount per share equal to $1.00 as adjusted for stock splits,
combinations, or sim4r events. If, upon the occurrence of a liquidation,
dissolution, or winding up, the asset4 and surplus funds distributed among the
holders of the Preferred Stock shall be insufficient to permit the payment to
such holders of the full preferential amount, then the entire assets and surplus
funds of the corporation legally available far distribution shall be distributed
ratabr among the holders of Series B Preferred Stock based on the number of
shares held and the liquidation preference of $1.00 (as adjusted). If, upon the
occurrence of a liquidation, dissolution, or winding up, after the payment to
the holders of Series B Preferred Stock of the preferential amount, assets or
surplus funds remain in the Corporation, the holders of Series B Preferred Stock
and Common Stock shall be entitled to receive all such remaining assets and
surplus funds ratably on a per share owned basis.

IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do
affirm and acknowledge the foregoing as true under the penalties of perjury this
lOth day of December, 2007.


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


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                                  VERIFICATION

         The undersigned Michael Anthony, the President, CEO, Secretary and
Treasurer of Voxel, declares under penalty of perjury that the matters set out
in the foregoing Certificate are true and of his own knowledge.

         Executed at West Paint Beach, Florida this December 10, 2007.


/S/ MICHAEL ANTHONY
--------------------------------
MICHAEL ANTHONY
Title: President, CEO, Secretary and Treasurer



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                                                         [SEAL]