exhibit4-1.htm


    Exhibit
      4.1

    


    VERITAS
      SOLUTIONS, INC.

    SECOND
      AMENDED AND RESTATED CERTIFICATE OF DESIGNATION

    8%
      SERIES A PREFERRED STOCK

    


    Veritas
      Solutions, Inc., a corporation organized and existing under the laws of the
      state of Washington (the "Corporation"), hereby certifies that, pursuant
      to (i) the authority conferred upon the Board of Directors by the Articles
      of
      Incorporation of the Corporation, (ii) the provisions of Section RCW 23B.06.020
      and RCW 23B.06.210 of the Revised Code of Washington, and (iii) the resolutions
      adopted by the Board of Directors of the Corporation by unanimous written
      consent dated May 16, 2006, the Board of Directors duly adopted resolutions
      providing for the adoption of the Certificate of Designation of 8% Cumulative
      Series A Convertible Preferred pursuant to the Agreement and Plan of Merger
      with
      Secure Asset Reporting Services, Inc., dated as of May 16, 2006, which
      resolutions are as follows:

    


    
      	
              Section
                1.

            	
              Designation
                and Amount.  The shares of such series shall be designated
                as “Series A Preferred” and the number of shares constituting such
                series shall be one (1).  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
                Series A Preferred to a number less than the number of shares then
                outstanding plus the number of shares reserved for issuance upon
                the
                exercise of outstanding options, rights or warrants or upon the conversion
                of any outstanding securities issued by the Corporation convertible
                into
                Series A Preferred Stock.

            


    

    


    
      	
              Section
                2.

            	
              Voting
                Rights.

            


    

     

    (A)  The
      shares of Series A Preferred shall not have voting rights.

     

    (B)
      Except as otherwise provided herein, by law, or these Articles of Incorporation
      of the Corporation (the “Articles”), the holders of shares of Common
      Stock and any other capital stock of the Corporation having general voting
      rights shall vote together as one class on all matters submitted to a vote
      of
      stockholders of the Corporation.

     

    (C)  Except
      as set forth herein, or as otherwise provided by law, holders of Series A
      Preferred shall have no special voting rights and their consent shall not be
      required (except to the extent they are entitled to vote with holders of Common
      Stock as set forth herein) for taking any corporate action.

     

    
      	
              Section
                3.

            	
              Conversion

            


    

     

    Except
      as
      otherwise provided in these Articles, the shares of Series A Preferred shall
      be
      convertible at the discretion of the Series A Preferred stockholder into Common
      Stock on or before August 16, 2009 (the “Conversion
      Date”).  The principal, in the amount of Nine Hundred Forty-Nine
      Thousand Nine Hundred Eight Dollars and Eighty-Three Cents ($949,908.83), plus
      any unpaid Dividends, as defined in Section 4 (together, the “Liquidation
      Amount”), shall convert on or before the Conversion Date, at the option of
      the Series A Preferred stockholder, into such number of shares of Common Stock
      as shall equal the Liquidation Amount divided by the Conversion
      Price.  The “Conversion Price” shall initially equal One Dollar
      ($1.00) per share.  If the Series A Preferred is converted, it must be
      converted in its entirety and no partial conversion shall be
      allowed.  The Series A Preferred shall automatically convert into
      Common Stock on the Conversion Date if not converted earlier.

     

    
      	
              Section
                4.

            	
              Dividend.  The
                Series A Preferred will provide an annual dividend at a rate of eight
                percent (8%), accrued and payable monthly (the
                “Dividend”).

            


    

     

    
      	
              Section
                5.

            	
              Rachet
                Protection.  In the event that the Corporation sells any
                shares of common stock, grants options to purchase any shares of
                its
                common stock, grants any warrants to purchase any of its common stock,
                issues securities convertible into shares of its common stock or
                enters
                into any agreement to do any of the same (other than as compensation
                for
                employment, professional or consulting services) at a price (the
“Lower
                Price”) which is lower than the then Conversion Price, the Conversion
                Price shall be adjusted downward to the Lower Price, such adjustment
                shall
                apply for all such issuances.

            


    

     

    
      	Section 6.   
               

            	
              Payment
                In Kind.  At the discretion of the Corporation’s Board of
                Directors, which shall be determined on no less than a quarterly
                basis,
                monthly Dividend payments shall be made in either common stock at
                a price
                of $1.00 per share or in cash.

            


    

     

    
      	
              Section
                7.

            	
              Liquidation,
                Dissolution or Winding Up.

            


    

     

    
      	
              (A)  

            	
              Upon
                any liquidation (voluntary or otherwise), dissolution or winding
                up of the
                Corporation, no distribution shall be made to the holders of shares
                of
                stock ranking junior (either as to dividends or upon liquidation,
                dissolution or winding up) to the Series A Preferred unless, prior
                thereto, the holders of shares of Series A Preferred shall have received
                the Liquidation Amount, subject to any adjustments provided herein,
                (the
                “Series A Liquidation Preference”).  Following the
                payment of the full amount of the Series A Liquidation Preference,
                no
                additional distributions shall be made to the holders of shares of
                Series
                A Preferred unless, prior thereto, the holders of shares of Common
                Stock
                shall have received an amount per share (the “Common Adjustment”)
                equal to the Liquidation Amount.  Following the payment of the
                full amount of the Series A Liquidation Preference and the Common
                Adjustment in respect of all outstanding shares of Series A Preferred
                and
                Common Stock, respectively, holders of Series A Preferred shall receive
                their ratable and proportionate share of the remaining assets to
                be
                distributed on an as if converted
                basis.

            


    

     

    
      	
              (B)  

            	
              In
                the event, however, that there are not sufficient assets available
                to
                permit payment in full of the Series A Liquidation Preference and
                the
                liquidation preferences of all other series of preferred stock, if
                any,
                which rank on a parity with the Series A Preferred, then such remaining
                assets shall be distributed ratably to the holders of such parity
                shares
                in proportion to their respective liquidation
                preferences.

            


    

     

    
      	
              (C)  

            	
              Neither
                the consolidation, merger or other business combination of the Corporation
                with or into any other entity, or the sale, lease, exchange or conveyance
                of all or any part of the property, assets or business of the Corporation
                shall be deemed to be a liquidation, dissolution or winding up of
                the
                Corporation for purposes of this Section
                7.

            


    

     

    
      	
              Section
                8.

            	
              Section
                8 intentionally deleted and left
                blank.

            


    

     

    
      	
              Section
                9.

            	
              Adjustment
                of Conversion Price.  The Conversion Price shall be adjusted
                for any pro rata non-cash distributions to holders of shares
                of Common Stock, including without limitation, stock dividends, stock
                splits and securities issued in a recapitalization.  In such
                event of the adjustment to the Conversion Price, the Conversion Price
                shall be adjusted by multiplying the Conversion Price by a fraction
                the
                numerator of which is the number of shares of Common Stock outstanding
                immediately after such event and the denominator of which is the
                number of
                shares of Common Stock that were outstanding immediately prior to
                such
                event.

            


    

     

    
      	
              Section
                10.

            	
              Section
                10 intentionally deleted and left
                blank.

            


    

     

    
      	
              Section
                11.

            	
              Fractional
                Shares.  The Series A Preferred may not be issued as
                fractional shares.

            


    

     

    


    [Signature
      Page to Follow]


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, Veritas Solutions, Inc., has caused this Certificate to be
      signed by Clayton Shelver, its Chief Executive Officer, this ___ day of
      November, 2007.

    


    


    


    


    
      	
              By:
                _________________________

            	 
	
              Clayton
                Shelver, Director & CEO

            	 


    

    


    


    AGREED
      AND ACCEPTED:

    


    


    


    By:
      __________________________

    Laurence
      Shelver