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                                                                     Exhibit 4.6


                           CERTIFICATE OF DESIGNATIONS
                                       OF
                              CPC OF AMERICA, INC.,
                              A NEVADA CORPORATION


         The undersigned, Rod A. Shipman, hereby certifies that:

         1. He is the duly elected and acting President, Chief Executive Officer
and Secretary, of CPC of America, Inc., a Nevada corporation (the
"Corporation").

         2. The Corporation, in its Articles of Incorporation, has authorized
5,000,000 shares of preferred stock. The Board of Directors of the Corporation
has previously designated 500,000 shares of the authorized preferred stock as
Series A Preferred Stock, 500,000 shares of the authorized preferred stock as
Series B Preferred Stock, 565,000 shares of the authorized preferred stock as
Series C Preferred Stock and 820,000 shares of the authorized preferred stock as
Series D Preferred Stock. The Corporation subsequently issued 79,293 shares of
Series A Preferred Stock, none of which remain outstanding as of the date of
this Certificate of Designations. The Corporation issued 185,144 shares of
Series B Preferred Stock, none of which remain outstanding as of the date of
this Certificate of Designations. The Corporation issued 359,780 shares of
Series C Preferred Stock, of which 291,384 shares remain outstanding as of the
date of this Certificate of Designations. The Corporation issued 819,336 shares
of Series D Preferred Stock, of which 655,576 shares remain outstanding as of
the date of this Certificate of Designations. No approval by the holders of
Series C Preferred Stock or Series D Preferred Stock is required to designate
additional series of preferred stock junior in rank.

         3. By resolution, the Board of Directors of the Corporation has also
designated 1,666,667 shares of preferred stock authorized by the Articles of
Incorporation as Series E Preferred Stock. No shares of Series E Preferred Stock
have been issued.

         4. Pursuant to authority given by the Corporation's Articles of
Incorporation, the Board of Directors of the Corporation has duly adopted
substantially the following recital and resolution:

         WHEREAS, Article Third of the Articles of Incorporation of the
Corporation, as amended, authorizes this Corporation to issue 5,000,000 shares
of preferred stock, $.001 par value per share, issuable from time to time in one
or more series (the "Preferred Stock").

         RESOLVED, the Board of Directors hereby determines that it is in the
best interests of this Corporation to designate 1,666,667 shares of Series E
Preferred Stock upon the following terms and conditions:

         Section 1. DESIGNATION. The fifth series of Preferred Stock shall be
designated and known as "Series E Preferred Stock." The number of authorized
shares constituting such Series shall be 1,666,667. The Series E Preferred Stock
shall have a par value of $.001 per share.

         Section 2. DEFINITIONS. For the purposes of this Certificate of
Designations, the following terms shall have the meanings indicated:

                  "COMMON STOCK" shall mean the Company's $.0005 par value
common stock.

                  "CONVERSION PRICE" shall mean $4.50 per share of Series E
Preferred Stock subject to adjustment per Section 7, PROVIDED, HOWEVER, on the
Maturity Date, the Conversion Price for the Series E Preferred Stock then in
effect shall be adjusted to, and shall then mean, the lower of either (i) the
amount which is equal to seventy-five percent (75%) of the average last "ask"
price of the Common Stock for the thirty (30) trading days immediately preceding
the Maturity Date as reported on any stock exchange or (ii) $4.50 per share;
provided that the Conversion Price shall not be adjusted to an amount below
$3.92.


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                  "INITIAL CONVERSION PRICE" shall mean $4.50 per share of
Series E Preferred Stock.

                  "JUNIOR STOCK" shall mean any capital stock of the
Corporation, including without limitation the Common Stock, ranking junior to
the Series E Preferred Stock with respect to dividends, distribution in
liquidation or any other preferences, rights and powers.

                  "LIQUIDATION PREFERENCE" shall mean $6.00 per share of Series
E Preferred Stock.

                  "MATURITY DATE" shall mean August 31, 2008 for the Series E
Preferred Stock.

                  "PARITY STOCK" shall mean any capital stock of the Corporation
ranking on a parity with the Series E Preferred Stock with respect to dividends,
distributions in liquidation and all other preferences, rights or powers.

                  "PERSON" shall mean any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind, and shall include any successor (by merger or
otherwise) of such entity.

                  "SENIOR STOCK" shall mean any capital stock of the Corporation
ranking senior to the Series E Preferred Stock with respect to dividends,
distribution in liquidation or any other preference, right or power.

         Section 3. RANKING. The Series A Preferred Stock shall, with respect to
dividends and rights on liquidation, dissolution or winding up, rank senior to
all other equity securities of the Corporation, including the Common Stock and
any other series or class of the Corporation's preferred or common stock, now or
hereafter authorized. The Series B Preferred Stock shall, with respect to
dividends and rights on liquidation, dissolution or winding up, rank junior to
the Series A Preferred Stock and rank senior to all other equity securities of
the Corporation, including the Common Stock and any other series or class of the
Corporation's preferred or common stock, now or hereafter authorized. The Series
C Preferred Stock shall, with respect to dividends and rights on liquidation,
dissolution or winding up, rank junior to the Series A Preferred Stock and
Series B Preferred Stock and rank senior to all other equity securities of the
Corporation, including the Common Stock and any other series or class of the
Corporation's preferred or common stock, now or hereafter authorized. The Series
D Preferred Stock shall, with respect to dividends and rights on liquidation,
dissolution or winding up, rank junior to the Series A Preferred Stock, the
Series B Preferred Stock and the Series C Preferred Stock and rank senior to all
other equity securities of the Corporation, including the Common Stock and any
other series or class of the Corporation's preferred or common stock, now or
hereafter authorized. The Series E Preferred Stock shall, with respect to
dividends and rights on liquidation, dissolution or winding up, rank junior to
the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock and the Series D Preferred Stock and rank senior to all other
equity securities of the Corporation, including the Common Stock and any other
series or class of the Corporation's preferred or common stock, now or hereafter
authorized.

         Section 4. DIVIDENDS.

                           (a) The holders of shares of Series E Preferred Stock
shall be entitled to receive dividends at the rate of ten percent (10%) of the
Liquidation Preference per share per year, payable annually ("Dividends"), when,
as, and if declared by the Board of Directors of the Corporation. The Dividends
shall commence to accrue on the date of purchase of such share and shall be
payable commencing December 31, 2008 and on December 31 of each year thereafter,
to holders of record on such date, unless earlier converted, at which time any
accrued Dividends will be payable to the holder upon conversion. At the option
of the Company, the Dividends shall be payable in cash in arrears ("Cash
Dividend") or in shares of Common Stock at the rate of one share of Common Stock
per accrued Dividends in the amount of the then effective Conversion Price
("Stock Dividend"). The Cash Dividend shall be payable only out of funds legally
available therefor, prior and in preference to any dividend payment with respect
to Common Stock. The Cash Dividend shall be cumulative, so that if Dividends
required to be paid on such stock for any year shall not have been declared or
paid, the amount of the deficiency shall be paid in full, without interest,
together with any Dividends due for the current year, before any distribution of
any kind shall be paid to the holders of the Junior Stock. If holder makes a
request for payment of a dividend accrued and payable, the Company shall, at its
option, pay the dividend in cash or shares of common stock in accordance with
this Section 4(a). No fractional shares of Common Stock will be issued in
connection with the payment of Stock Dividends. In lieu of fractional shares of
Common Stock, the Corporation shall issue one (1) additional share of Common
Stock to each holder of Series E Preferred Stock entitled to a Stock Dividend
not evenly divisible by the Conversion Price. The Corporation shall declare and
pay the Stock Dividend on a current basis.

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                           (b) In addition to the Dividend, if any dividends or
other distributions (including, without limitation, any distribution of cash,
indebtedness, assets or other property, but excluding any dividend payable in
shares of its Common Stock) on the Common Stock are so permitted and declared,
such dividends shall be paid pro rata to the holders of the Common Stock and the
Series E Preferred Stock. The holders of Series E Preferred Stock shall receive
a dividend in an amount that would be payable to such holders assuming that such
shares had been converted on the record date for determining the stockholders of
the Corporation entitled to receive payment of such dividends into the maximum
number of shares of Common Stock into which such shares of Series E Preferred
Stock are then convertible as provided in Section 7.

         Section 5. VOTING RIGHTS.

                           (a) Except as required by law, or as set forth in
Section 5(b) below, the holders of shares of Series E Preferred Stock shall have
no voting rights.

                           (b) Unless the consent or approval of a greater
number of shares shall then be required by law, the affirmative vote of the
holders of more than 50% of the outstanding shares of the Series E Preferred
Stock shall be necessary to (1) authorize, increase the authorized number of
shares of or issue (including on conversion or exchange of any convertible or
exchangeable securities or by reclassification) any shares of any class or
classes of Senior Stock or Parity Stock or any additional shares of Series E
Preferred Stock, (2) authorize, adopt or approve any amendment to the Articles
of Incorporation, the Bylaws or this Certificate of Designations that would
increase or decrease the par value of the shares of the Series E Preferred
Stock, alter or change the powers, preferences or rights of the shares of Series
E Preferred Stock or alter or change the powers, preferences or rights of any
other capital stock of the Corporation if after such alteration or change such
capital stock would be Senior Stock or Parity Stock, (3) amend, alter or repeal
the Articles of Incorporation or this Certificate of Designations so as to
affect the shares of Series E Preferred Stock adversely, including, without
limitation, by granting any voting right to any holder of notes, bonds,
debentures or other debt obligations of the Corporation, or (4) authorize or
issue any security convertible into, exchangeable for or evidencing the right to
purchase or otherwise receive any shares of any class or classes of Senior Stock
or Parity Stock.

         Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

                           (a) In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, before any
distribution or payment to holders of Junior Stock may be made, the holder of
each share of Series E Preferred Stock shall be entitled to be paid an amount
equal to the Liquidation Preference of such share, plus any accrued and unpaid
Dividends, as that term is defined in Section 4.

                           (b) If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation available for distribution
to the holders of Series E Preferred Stock shall be insufficient to permit
payment in full to such holders of the sums which such holders are entitled to
receive in such case, then all of the assets available for distribution shall be
distributed first to the holders of the Series E Preferred Stock ratably in
proportion to the amounts that would be payable to such holders if such assets
were sufficient to permit payment in full. Neither the consolidation or merger
of the Corporation into or with another corporation or corporations, nor the
sale of all or substantially all of the assets of the Corporation to another
corporation or any other entity shall be deemed a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 6.


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         Section 7. CONVERSION OF PREFERRED STOCK INTO COMMON STOCK.

                           (a) RIGHT TO CONVERT. The outstanding shares of
Series E Preferred Stock shall be convertible, at the option of the holders
thereof, into fully paid and nonassessable shares of Common Stock at the
Conversion Price, subject to adjustment as set forth in this Section 7.

                           (b) NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION. The number of shares of Common Stock to be issued upon conversion of
shares of Series E Preferred Stock shall be equal to the product of (X) and (Y),
where (X) is a fraction, the numerator of which is the Initial Conversion Price
and the denominator of which is the Conversion Price in effect at that time and
(Y) is the number of shares of Series E Preferred Stock to be converted.

                           (c) ANTIDILUTION ADJUSTMENTS. The Conversion Price
and Liquidation Preference of the Series E Preferred Stock shall be adjusted
from time to time in certain cases as follows:

                                    (i) DIVIDEND, SUBDIVISION, COMBINATION OR
RECLASSIFICATION OF COMMON STOCK. If the Corporation shall, at any time or from
time to time, (a) declare a dividend on the Common Stock payable in shares of
its capital stock (including Common Stock), (b) subdivide the outstanding Common
Stock, (c) combine the outstanding Common Stock into a smaller number of shares,
or (d) issue any shares of its capital stock in a reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Corporation is the continuing corporation), then in each
such case, the Conversion Price and the Liquidation Preference in effect at the
time of the record date for such dividend or at the effective date of such
subdivision, combination or reclassification shall be proportionally adjusted
such that, in the case of the Conversion Price, the adjusted price will permit
the number of shares of Common Stock into which the Series E Preferred Stock may
be converted to be increased or reduced in the same proportion as the number of
shares of Common Stock are increased or reduced in connection with such
dividend, subdivision, combination or reclassification. Any such adjustment
shall become effective immediately after the record date of such dividend or the
effective date of such subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur. In the event, if a dividend is declared, such dividend is not paid, the
Conversion Price and Liquidation Preference shall be adjusted to the Conversion
Price and Liquidation Preference in effect immediately prior to the record date
of such dividend.

                                    (ii) DE MINIMIS ADJUSTMENTS. No adjustment
of the Conversion Price or Liquidation Preference shall be made if the amount of
such adjustment would result in a change in the Conversion Price or Liquidation
Preference per share of less than $.05 but in such case any adjustment that
would otherwise be required then to be made shall be carried forward and shall
be made at the time of and together with the next subsequent adjustment, which
together with any adjustment so carried forward, would result in a change in the
Conversion Price and Liquidation Preference in excess of $.05 per share. All
calculations under this Section 7(c) shall be made to the nearest cent, or the
nearest 1/100th of a share, as the case may be. If the Corporation shall, at any
time or from time to time, issue Common Stock by way of dividends on any stock
of the Corporation or subdivide or combine the outstanding shares of the Common
Stock, such amount of $.05 (as theretofore increased or decreased, if such
amount shall have been adjusted in accordance with the provisions of this
clause) shall forthwith be proportionately increased in the case of a
combination or decreased in the case of a subdivision or stock dividend so as
appropriately to reflect the same. Notwithstanding the provisions of the first
sentence of this Section 7(c)(ii), any adjustment postponed pursuant to this
Section 7(c)(ii) shall be made no later than the earlier of (a) two years from
the date of the transaction that would, but for the provisions of the first
sentence of this Section 7(c)(ii), have required such adjustment and (b) the
date of any conversion of the shares of Series E Preferred Stock.

                                    (iii) FRACTIONAL SHARES. Notwithstanding any
other provision of this Certificate of Designations, the Corporation shall not
be required to issue fractions of shares upon conversion of any shares of Series
E Preferred Stock or to distribute certificates which evidence fractional
shares. In lieu of fractional shares of Common Stock, the Corporation shall pay
therefore, at the time of any conversion of shares of Series E Preferred Stock
as herein provided, an amount in cash equal to such fraction multiplied by the
Conversion Price then in effect.


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                           (d) REORGANIZATION AND RECLASSIFICATION ADJUSTMENT.
If there occurs any capital reorganization or any reclassification of the Common
Stock of the Corporation, then each share of Series E Preferred Stock shall
thereafter be convertible into the same kind and amounts of securities
(including shares of stock) or other assets, or both, which were issuable or
distributable to the holders of outstanding Common Stock of the Corporation upon
such reorganization or reclassification in respect of that number of shares of
Common Stock into which such shares of Series E Preferred Stock might have been
converted immediately prior to such reorganization or reclassification; and, in
any such case, appropriate adjustments (as determined in good faith by the Board
of Directors of the Corporation) shall be made to assure that the provisions set
forth herein (including provisions with respect to changes in, and other
adjustments of, the Conversion Price) shall thereafter be applicable, as nearly
as reasonably may be practicable, in relation to any securities or other assets
thereafter deliverable upon the conversion of the Series E Preferred Stock.

                           (e) MECHANICS OF CONVERSION. The option to convert
shall be exercised by surrendering for such purpose to the Corporation,
certificates representing the shares to be converted, duly endorsed in blank or
accompanied by proper instruments of transfer, and at the time of such
surrender, the Person in whose name any certificate for shares of Common Stock
shall be issuable upon such conversion shall be deemed to be the holder of
record of such shares of Common Stock on such date, notwithstanding that the
share register of the Corporation shall then be closed or that the certificates
representing such Common Stock shall not then be actually delivered to such
person.

                           (f) CERTIFICATE AS TO ADJUSTMENTS. Whenever the
Conversion Price or the securities or other property deliverable upon the
conversion of the Series E Preferred Stock shall be adjusted pursuant to the
provisions hereof, the Corporation shall promptly give written notice thereof to
each holder of shares of Series E Preferred Stock at such holder's address as it
appears on the transfer books of the Corporation and shall forthwith file, at
its principal executive office and with any transfer agent or agents for the
shares of Series E Preferred Stock and the Common Stock, a certificate, signed
by the Chairman of the Board, Chief Executive Officer or one of the Vice
Presidents of the Corporation, and by its Chief Financial Officer, its Treasurer
or one of its Assistant Treasurers, stating the adjusted Conversion Price and
the securities or other property deliverable per share of Series E Preferred
Stock calculated to the nearest cent or to the nearest one one-hundredth of a
share and setting forth in reasonable detail the method of calculation and the
facts requiring such adjustment and upon which such calculation is based. Each
adjustment shall remain in effect until a subsequent adjustment hereunder is
required.

                           (g) RESERVATION OF COMMON STOCK. The Corporation
shall at all times reserve and keep available for issuance upon the conversion
of the shares of Series E Preferred Stock, the maximum number of its authorized
but unissued shares of Common Stock as is reasonably anticipated to be
sufficient to permit the conversion of all outstanding shares of Series E
Preferred Stock, and shall take all action required to increase the authorized
number of shares of Common Stock if at any time there shall be insufficient
authorized but unissued shares of Common Stock to permit such reservation or to
permit the conversion of all outstanding shares of Series E Preferred Stock.

                           (h) NO CONVERSION CHARGE OR TAX. The issuance and
delivery of certificates for shares of Common Stock upon the conversion of
shares of Series E Preferred Stock shall be made without charge to the holder of
shares of Series E Preferred Stock for any issue or transfer tax, or other
incidental expense in respect of the issuance or delivery of such certificates
or the securities represented thereby, all of which taxes and expenses shall be
paid by the Corporation.

         Section 8. REDEMPTION OF SERIES E PREFERRED STOCK.

                           (a) At any time commencing upon the Maturity Date,
the Corporation shall have the right to redeem for cash out of funds legally
available therefor, each share of Series E Preferred Stock. Redemptions pursuant
to this Section 8(a) shall be made for a price per share equal to the
Liquidation Preference plus an amount equal to the amount of all unpaid
dividends payable in accordance with Section 4 hereof on each share of Series E
Preferred Stock to be redeemed.


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                           (b) The Corporation shall give written notice of its
intention to redeem the Series E Preferred Stock as provided herein, to each
holder thereof, at such holder's address as it appears on the transfer books of
the Corporation, which notice shall specify (i) the total number of shares of
Series E Preferred Stock being redeemed; (ii) the number of shares of Series E
Preferred Stock held by the holder which the Corporation intends to redeem;
(iii) the date of redemption (which shall be at least 30 days from the date of
mailing of such notice by the Corporation); and (iv) the redemption price. On or
after the date of redemption, each holder of Series E Preferred Stock shall
surrender his certificate for the number of shares to be redeemed as stated in
the notice provided by the Corporation. Dividends will cease to accumulate on
shares of Series E Preferred Stock called for redemption.

                           (c) For the purpose of determining whether funds are
legally available for redemption of shares of Series E Preferred Stock as
provided herein, the Corporation shall value its assets at the highest amount
permissible under applicable law. If on the redemption date funds of the
Corporation legally available therefor shall be insufficient to redeem all the
shares of Series E Preferred Stock required to be redeemed as provided herein,
funds to the extent legally available shall be used for such purpose and the
Corporation shall effect such redemption first of the Series E Preferred Stock
pro rata according to the total redemption amount owed to each holder of Series
E Preferred Stock as of the redemption date. The redemption requirements
provided hereby shall be continuous, so that if such requirement shall not be
fully discharged, funds legally available shall be applied therefor until such
requirements are fully discharged in accordance with the preceding sentence.

         Section 9. NOTICE OF CERTAIN EVENTS. In case the Corporation shall
propose at any time or from time to time (A) to declare or pay any dividend
payable in stock of any class to the holders of Common Stock or to make any
other distribution to the holders of Common Stock, (B) to offer to the holders
of Common Stock rights or warrants to subscribe for or to purchase any
additional shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (C) to effect any reclassification of its Common
Stock, (D) to effect any consolidation, merger or sale, transfer or other
disposition of all or substantially all of the property, assets or business of
the Corporation which would, if consummated result in the mandatory conversion
of shares of Series E Preferred Stock, or (E) to effect the liquidation,
dissolution or winding up of the Corporation, then, in each such case, the
Corporation shall mail to each holder of shares of Series E Preferred Stock via
first class mail at such holder's address as it appears on the transfer books of
the Corporation, a written notice of such proposed action, which shall specify
(1) the date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants or, if a record is not to be taken, the date
as of which the holders of shares of Common Stock of record to be entitled to
such dividend, distribution or rights are to be determined, or (2) the date on
which such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective, and such
notice shall be so given as promptly as possible but in any event at least ten
(10) business days prior to the applicable record, determination or effective
date, specified in such notice.

         Section 10. CERTAIN REMEDIES. Any registered holder of shares of Series
E Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Certificate of Designations and to enforce
specifically the terms and provisions of this Certificate of Designations in any
court of the United States or any state thereof having jurisdiction, this being
in addition to any other remedy to which such holder may be entitled at law or
in equity.

         Section 11. METHOD OF ELECTION. For purposes of this Certificate of
Designations, any election required or allowed to be made by the majority of the
holders of Series E Preferred Stock shall be effective upon receipt by the
Company of the written consent of a majority of such holders.

         Section 12. STATUS OF REACQUIRED SHARES. Shares of Series E Preferred
Stock which have been issued and converted shall (upon compliance with any
applicable provisions of the laws of the State of California) have the status of
authorized and unissued shares of Preferred Stock issuable in series
undesignated as to series and may be redesignated and reissued.

         The undersigned, Rod A. Shipman, President, Chief Executive Officer and
Secretary of CPC of America, Inc. hereby declares and certifies under penalty of
perjury that the foregoing Certificate is the act and deed of the Corporation
and that the facts herein stated are true.

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         Executed at Irvine, California at the offices of Greenberg Traurig LLP
on January 15, 2008.



                                /S/ ROD A. SHIPMAN
                                ------------------------------------------------
                                ROD A. SHIPMAN
                                President, Chief Executive Officer and Secretary



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STATE OF CALIFORNIA        )
                           ) SS.
COUNTY OF ORANGE           )



         On FEBRUARY 8, 2008, before me, DONNA BAMSEY, a Notary Public,
personally appeared Rod A. Shipman, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

         I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.

         WITNESS my hand and official seal.



                                           /S/ DONNA BAMSEY
                                           -------------------------------------
                                           Notary Public
(Seal)





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