Exhibit  4.1
                                    RESTATED
                           CERTIFICATE OF DESIGNATION


                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       for
                             FORCE PROTECTION, INC.

     FORCE  PROTECTION,  INC.,  a  Colorado  corporation  (the  "Corporation"),
pursuant  to  the  Colorado  Business  Act,  does  hereby  make  this  Restated
Certificate  of  Designation,  and  the  undersigned,  being  an  officer of the
Corporation  does  hereby  certify that the following Resolutions have been duly
adopted  by  the  Corporation  and  are  in  full  force  and  effect:

         RESOLVED, that, pursuant to Article Third, Section B of the Articles of
Incorporation  of  the Corporation, the Board of Directors hereby authorizes the
issuance  of,  and  fixes  the  designation  and  preferences  and  relative,
participating,  optional,  and  other  special  rights,  and  qualifications,
limitations  and  restrictions, of a series of Preferred Stock consisting of ten
(10) shares, without par value, to be designated "Series B Convertible Preferred
Stock"  (the  "Series  B  Stock").

         RESOLVED,  that  the  Series  B Stock shall be subject to the following
terms  and  provisions:

         1.       Preference  on  Liquidation.

                  (a)  Series  B  Preferential  Amount.  In  the  event  of  any
voluntary  or  involuntary  liquidation,  distribution of assets (other than the
payment  of dividends), dissolution or winding-up of the Corporation, before any
payment  or  distribution  of  the assets of the Corporation (whether capital or
surplus) shall be made to or set apart for the holders of shares of common stock
of  the  Company ("Common Stock"), the holders of shares of Series B Stock shall
be  entitled to receive payment of the greater of (i) $2,500 per share of Series
B Stock, or (ii) their pro rata share of the total value of the assets and funds
of  the Corporation to be distributed, assuming the conversion of Series B Stock
to  Common  Stock.

                  (b)  Insufficient  Proceeds.  If,  upon  any  liquidation,
distribution of assets, dissolution or winding-up of the Corporation, the assets
of  the  Corporation,  or  proceeds  thereof, after distribution to any class or
series of stock ranking senior to the Series B Stock with respect to liquidation
rights,  distributable among the holders of shares of Series B Stock and holders
of  shares of any other outstanding class or series of stock ranking on a parity
with  the  Series  B  Stock  ("Parity Stock") with respect to liquidation rights
shall  be insufficient to pay in full the respective preferential amounts on the
shares  of  Series  B  Stock and Parity Stock, then such assets, or the proceeds
thereof,  shall be distributed among such holders ratably in accordance with the
respective  amounts which would be payable on such shares if all amounts payable
thereon  were  paid  in  full.

         2.       Voting.

                  (a) General Rights.  Except as otherwise provided herein or as
required  by  law,  the Series B Stock shall be voted equally with the shares of
the  Common  Stock of the Corporation and not as a separate class, at any annual
or  special  meeting  of shareholders of the Corporation, and may act by written
consent  in  the  same  manner  as  the  Common  Stock,  in either case upon the
following basis: the holder of the shares of Series B Stock shall be entitled to
such  number  of  votes  as  shall be equal to the aggregate number of shares of
Common  Stock  into which such holder's shares of Series B Stock are convertible
immediately  after  the  close  of  business  on  the record date fixed for such
meeting or the effective date of such written consent, plus such number of votes
that  equals twenty percent (20%) of the number of votes to which the holders of
other  securities  of  the  Company  are  entitled  as  of  such  dates.

                  (b) Actions Requiring Separate Votes of Series B Stock. For so
long  as  shares  of Series B Stock remain outstanding, in addition to any other
vote  or  consent  required herein or by law, the vote or written consent of the
holders  of  a majority of the outstanding Series B Stock shall be necessary for
effecting  or  validating  the  following  actions:

                         (i)   Any  amendment,  alteration,  or  repeal  of  any
provision  of  the Articles of Incorporation or Bylaws of the Corporation or any
other  action that materially and adversely alters or changes the voting powers,
preferences,  or  other  special  rights  or  privileges, or restrictions of the
Series  B  Stock,  subject  to  Section  3(a)  below;  or

                          (ii)  Any  increase in the authorized number of shares
of  Series  B  Stock.

         3.       Conversion.  The  holders of the Series B Stock shall have the
following  rights  with  respect  to  the  conversion of the Series B Stock into
shares  of  Common  Stock  (the  "Conversion  Rights"):

                  (a)      Conversion.  Subject  to  and  in compliance with the
provisions  of this Section 3, any shares of Series B Stock may, at any time, at
the  option of the holder, be converted into fully paid and nonassessable shares
of  Common  Stock (a "Voluntary Conversion"); provided, however, that any shares
that  have  not  been  voluntarily  converted  as  of  December  27,  2004 shall
automatically  convert  into fully paid and nonassessable shares of Common Stock
on  that  date,  or  the next business day should such date fall on a weekend or
holiday  (an "Automatic Conversion" and, together with a Voluntary Conversion, a
"Conversion");  provided  however that in its discretion, the Board of Directors
of  the Corporation may by Resolution and without further action by the Series B
Shareholders  extend the date of such Automatic Conversion. The number of shares
of  Common  Stock  to  which a holder of Series B Stock shall be entitled upon a
Conversion  shall  be  the  product  obtained by multiplying the "Series B Stock
Conversion  Rate" then in effect (determined as provided in Section 3(b)) by the
number  of  shares  of  Series  B  Stock  being  converted.

                  (b)      Series  B  Stock Conversion Rate. The conversion rate
in effect at any time for  conversion of the Series B Stock (the "Series B Stock
Conversion  Rate")  shall be the  product  obtained  by  multiplying  .02 by the
aggregate number of the Company's Common Stock, on a fully diluted basis, issued
and  outstanding  at  the  time of the Conversion as shown on the records of the
Company's  stock  transfer  agent.

                  (c)     Mechanics  of  the Conversion.  Upon a Conversion, the
holder  of  Series  B  Stock  shall  surrender  the  applicable  certificate  or
certificates  therefore,  duly endorsed, at the office of the Corporation or any
transfer  agent  for the  Series  B  Stock,  and,  in the  case  of a  Voluntary
Conversion,  shall give written notice to the Corporation, of the Conversion and
the  number  of  shares  of  Series  B  Stock  being  converted.  Thereupon, the
Corporation  shall  promptly  issue  and deliver to such holder a certificate or
certificates  for  the  number of shares of Common Stock to which such holder is
entitled.  A Voluntary Conversion shall be deemed to have been made at the close
of  business  on the date of such surrender of the certificates representing the
shares  of  Series B Stock to be converted, and an Automatic Conversion shall be
deemed to have been made at the close of business of the anniversary date of the
issuance  of  the Series B Stock (or if such date falls on a weekend or holiday,
the  next  business  day).  The  person entitled to receive the shares of Common
Stock issuable upon a Conversion shall be treated for all purposes as the record
holder  of  such  shares  of  Common  Stock  on  such  date.

                  (d)      Adjustment  for  Reclassification,  Exchange  and
Substitution.  If at any  time or  from  time to time  after  the  Common  Stock
issuable upon the conversion of the Series B Stock is changed into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification  or  otherwise  (other  than  a  transaction
provided  for  elsewhere  in this  Section  3), in any such event each holder of
Series B Stock shall have the right  thereafter  to convert  such stock into the
kind and amount of stock and other securities and property  receivable upon such
recapitalization,  reclassification  or other  change by holders of the  maximum
number of shares of Common  Stock into which such shares of Series B Stock could
have been converted immediately prior to such recapitalization, reclassification
or change,  all subject to further adjustment as provided herein or with respect
to  such  other  securities  or  property  by  the  terms  thereof.

                  (e)      Reorganizations,  Mergers, Consolidations or Sales of
Assets.  If at any time or from time to time after the date of  issuance  of the
Series B Stock,  there is a capital  reorganization  of the Common  Stock (other
than a transaction  provided for elsewhere in this Section 3), as a part of such
capital  reorganization,  provision  shall  be made so that the  holders  of the
Series B Stock shall  thereafter  be entitled to receive upon  conversion of the
Series B Stock the number of shares of stock or other  securities or property of
the  Corporation  to which a holder of the  number  of  shares  of Common  Stock
deliverable   upon   conversion   would  have  been  entitled  on  such  capital
reorganization,  subject to adjustment in respect of such stock or securities by
the  terms  thereof.

                  (f)      Notices  of  Record Date.  Upon (i) any taking by the
Corporation  of a record  of the  holders  of any  class of  securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend or other  distribution,  or (ii) any sale of the  Corporation,  capital
reorganization of the Corporation,  any  reclassification or recapitalization of
the  capital  stock  of  the  Corporation,   or  any  voluntary  or  involuntary
dissolution, liquidation or winding up of the Corporation, the Corporation shall
mail to each  holder of Series B Stock at least  twenty  (20) days  prior to the
record date specified therein a notice specifying (A) the date on which any such
record is to be taken for the  purpose of such  dividend or  distribution  and a
description  of such  dividend or  distribution,  (B) the date on which any such
sale of the  Corporation,  reorganization,  reclassification,  recapitalization,
dissolution,  liquidation or winding up is expected to become effective, and (C)
the date, if any, that is to be fixed as to when the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares of Common
Stock (or other  securities) for securities or other property  deliverable  upon
such    sale    of   the    Corporation,    reorganization,    reclassification,
recapitalization,  dissolution,  liquidation  or  winding  up.

                  (g)      Fractional  Shares.  Any  fractional  share resulting
from  the  conversion  of  the Series B Stock shall be rounded up to the nearest
whole  share.

                  (h)      Reservation  of  Stock Issuable Upon Conversion.  The
Corporation  shall at all times reserve and keep available out of its authorized
but unissued  shares of Common  Stock,  solely for the purpose of effecting  the
conversion  of the  shares of the Series B Stock,  such  number of its shares of
Common Stock as shall from time to time be sufficient  to effect the  conversion
of all  outstanding  shares of the Series B Stock.  If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the  conversion  of all then  outstanding  shares  of the  Series  B Stock,  the
Corporation  will  take such  corporate  action as may,  in the  opinion  of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock  to  such  number  of  shares  as  shall  be  sufficient for such purpose.

                  (i)      Notices.  Any  notice  required  by the provisions of
this Section 3 shall be in writing and shall be deemed  effectively  given:  (i)
upon personal delivery to the party to be notified,  (ii) when sent by confirmed
telex or facsimile if sent during normal  business  hours of the  recipient;  if
not, then on the next business day,  (iii) three (3) days after having been sent
by registered or certified mail, return receipt requested,  postage prepaid,  or
(iv) one (1) day after deposit with a nationally  recognized  overnight courier,
specifying next day delivery,  with written verification of receipt. All notices
shall  be  addressed  to  each  holder  of  record at the address of such holder
appearing  on  the  books  of  the  Corporation.

                  (j)      No Impairment. The Corporation will not, by amendment
of   its   Articles   of   Incorporation   or   through   any    reorganization,
recapitalization,  transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder by the  Corporation  but will at all times in good faith assist in the
carrying  out of all the  provisions  of this Section 3 and in the taking of all
such  action  as may be  necessary  or  appropriate  in  order  to  protect  the
Conversion  Rights  of  the  holder  of  the  Series B Stock against impairment.

         This  Restated Certificate of Designation of Series B Convertible Stock
has  been  executed and adopted on behalf of the Corporation as of June 1, 2004.


FORCE  PROTECTION,  INC.