Exhibit
        4.5

       

    

    AMENDMENT
      NO. 1 TO THE CERTIFICATE OF DESIGNATION OF THE RELATIVE 

    RIGHTS
      AND PREFERENCES

    OF
      THE

    SERIES
      B CONVERTIBLE PREFERRED STOCK

    OF

    JUMA
      TECHNOLOGY CORP.

     

    It
      is
      hereby certified that:

    


    1.
      The
      name of the corporation is Juma Technology Corp.
      ("Company").

    


    2.
      The
      Company's certificate of incorporation, as amended, authorizes the issuance
      of
      ten million (10,000,000) shares of preferred stock, par value $0.0001 per share,
      and expressly vests in the Board of Directors of the Company the authority
      provided therein to issue any or all of said shares in one or more series and
      by
      resolution or resolutions, the designation, number, full or limited voting
      powers, or the denial of voting powers, preferences and relative, participating,
      optional, and other special rights and the qualifications, limitations,
      restrictions, and other distinguishing characteristics of each series to be
      issued.

    


    3.
      The
      Board of Directors of the Company, pursuant to the authority expressly vested
      in
      it as aforesaid had previously adopted resolutions creating a class of Series
      B
      Convertible Preferred Stock, which resolutions were incorporated into a
      Certificate of Designation of the Relative Rights and Preferences of the Series
      B Convertible Preferred Stock that was filed with the Secretary of State of
      the
      State of Delaware on or about June 20, 2008.

    


    4.
      The
      Board of Directors of the Company, pursuant to the authority expressly vested
      in
      it as aforesaid and pursuant to Section 151(g) of the Delaware General
      Corporation Law has adopted resolutions authorizing the amendment of the
      Certificate of Designation of the Relative Rights and Preferences of the Series
      B Convertible Preferred Stock and the holders of all the outstanding shares
      of
      the Series B Convertible Preferred Stock have consented in writing to such
      amendment in accordance with the provisions of the Certificate of Designation
      of
      the Relative Rights and Preferences of the Series B Convertible Preferred
      Stock.

    


    RESOLVED,
      that to
      effectuate the previously described resolutions, the second sentence of Section
      1 of Section 5(d)(i) of the Certificate of Designation of the Relative Rights
      and Preferences of the Series B Convertible Preferred Stock that was filed
      with
      the Secretary of State of the State of Delaware, is hereby deleted in its
      entirety and the following shall be substituted in lieu thereof:

     

    “The
      maximum number of shares of Series B Preferred Stock shall be one million,
      six
      hundred sixty-six thousand, six hundred sixty-seven (1,666,667)
      shares.”

    


    FURTHER
      RESOLVED,
      that
      Section 5(d)(i) of the Certificate of Designation of the Relative Rights and
      Preferences of the Series B Convertible Preferred Stock is hereby deleted in
      its
      entirety and the following shall be substituted in lieu
      thereof:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    “(i) The
      term
“Conversion
      Price”
shall
      mean $0.50, subject to adjustment under Section
      5(c) hereof.
      Notwithstanding any adjustment hereunder, at no time shall the Conversion Price
      be greater than $0.50 per share except if it is adjusted pursuant to
Section
      5(e)(i).”
      

     

    FURTHER
      RESOLVED,
      that
      the statements contained in the foregoing resolutions amending the previously
      authorized and filed Certificate of Rights and Preferences of Series B
      Convertible Preferred Stock creating and designating the said Series B
      Convertible Preferred Stock and fixing the number, powers, preferences and
      relative, optional, participating, and other special rights and the
      qualifications, limitations, restrictions, and other distinguishing
      characteristics thereof shall, upon the effective date of said series, as
      amended, be deemed to be included in and be a part of the Certificate of
      Incorporation of the Company pursuant to the provisions of Sections 104 and
      151
      of the General Corporation Law of the State of Delaware.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Amendment No. 1 to the Certificate of Designation
      of the Relative Rights and Preferences of the Series B Convertible Preferred
      Stock effective as of November 13, 2008.

    


    
      	
              JUMA
                TECHNOLOGY CORP.

            
	 
	
              By:
                

            	
              /s/

            
	 	
              Name:
                Anthony M. Servidio

            
	 	
              Title:
                CEO

            


    


    
      
         

      

      
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