**EXHIBIT 10.109**

 

**AMENDEDCERTIFICATE OF DESIGNATIONS,**

** **

**PREFERENCES AND RIGHTS**

 

**OF**

 

**SERIES A-1CONVERTIBLE PREFERRED STOCK**

 

**OF**

 

**VCAMPUSCORPORATION**

 

Pursuant to Section 151 of theGeneral

Corporation Law of the State of Delaware

 

Theundersigned officer of VCampus Corporation, a Delaware corporation (the “Corporation”),pursuant to the provisions of Section 151 of the General Corporation Lawof the State of Delaware, does hereby make this Certificate of Amendment of theCertificate of Designations, Preferences and Rights of Series A-1Convertible Preferred Stock, originally filed with the office of the Secretaryof State of the State of Delaware on December 2, 2005, as amended on December 27,2005 (the “Series A-1 Certificate of Designations”), and does hereby stateand certify that pursuant to the authority expressly vested in the Board ofDirectors of the Corporation by its Certificate of Incorporation, as amended,originally filed with the office of the Secretary of State of the State ofDelaware on March 22, 1985, the Board of Directors of the Corporation dulyadopted the following resolutions:

 

# RESOLVED, that the Series A-1 Certificate of Designations ishereby amended by deleting in its entirety Section 5(c) of Article IIrelating to “Conversion Price Resets” and substituting the following:

#  

(c)                                  Conversion Price Resets. If before March 31, 2006, thecommon stock does not trade at or above $6.00 per share (as adjusted for anystock splits, stock dividends or similar events) for at least ten (10) consecutivetrading days after the Conversion Stock and the related shares of common stockissuable upon exercise of warrants held by the Series A-1 investors havebeen registered for resale under a registration statement declared effective bythe SEC (and remains effective throughout those ten (10) consecutivetrading days), then the Conversion Price shall reset on March 31, 2006 toequal $0.61 (based on the closing bid price of the common stock on December 21,2005, as reported on the Principal Market, plus $0.10 per share to reflect theimputed value, for Nasdaq listing compliance purposes, of the warrants issuedin the Series A-1 financing)(the “Reset Price”); provided, however, thatif the Conversion Price adjusts to $0.61 as provided above and thereafter theCorporation’s stockholders approve the Series A-1 financing and theissuance in full of the shares of common stock issuable pursuant thereto, thenthe Reset Price shall, to the extent permitted by Nasdaq rules, reset to equal$0.50 from and after the date of such stockholder approval. The Reset Priceshall automatically adjust for any stock splits, stock dividends or similarevents.

 

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This Amended Certificate of Designations of theCorporation has been duly adopted in accordance with Section 151 of theGeneral Corporation Law of the State of Delaware.

 

Theundersigned is signing this Amended Certificate of Designations on behalf ofthe Corporation on January 4, 2006.

 

 
|   |                     | /s/  Christopher L. Nelson |   |
|--------|--------------------------|----------------------------|--------|
|   | Christopher  L. Nelson   |
|   | Chief  Financial Officer |

 

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