**Exhibit4.2**

 
|        |                                                                                                           | ROSS  MILLER                                        | Filed  in the office of                                                         | Document  Number   |
|--------|----------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|---------------------------------------------------------------------------------|--------------------|
|   | Secretary  of State                                                                                            | /s/  Ross Miller                                    |                                                                            | **20090453485-40** |
|   | 204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website:  www.nvsos.gov | Ross  Miller

Secretary  of State

State  of Nevada | Filing  Date and Time

**06/01/2009  9:15 AM**

Entity  Number

**C33579-2004** |
|        |                                                                                                                |                                                     |                                                                                 |                    |  |

 

**Certificateof Withdrawal ofCertificate of Designation**(PURSUANT TO NRS 78 1955(6))

 
| USE  BLACK INK ONLY - DO NOT HIGHLIGHT |   | ABOVE  SPACE IS FOR OFFICE USE ONLY |
|----------------------------------------|--------|-------------------------------------|

 

**Certificate of Withdrawal ofCertificate of Designation for Nevada Profit Corporations****(Pursuant to NRS 78.1955(6))**

 

1.             Name of corporation:

 

ForceProtection, Inc.

 

2.             Following is the resolution by theboard of directors authorizing the withdrawal of Certificate of Designationestablishing the classes or series of stock:

 

150shares of Series C Convertible Preferred Stock.

SeeExhibit A attached hereto.

 

 

3.             No shares of the class or series ofstock being withdrawn are outstanding.

 

4.             Signature: (required)

 

 
| /s/ Lenna Ruth Macdonald |   |
|--------------------------|--------|
| Signature of Officer     |   |

 

**Filing Fee: $175.00**

 

**IMPORTANT:**     Failure toinclude any of the above information and submit with the proper fees may causethis filing to be rejected.

 
| *This form must be  accompanied by appropriate fees.* |   | Nevada Secretary of State  Withdrawal of Designation |
|-------------------------------------------------------|--------|------------------------------------------------------|
|                                                  |   | Revised:  3-12-09                                    |

 

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**Exhibit A to the Certificate of Withdrawal of Certificate of Designation For Force Protection, Inc.**

 

***Series C Convertible Preferred Stock***

 

WHEREAS, there are no shares of the Corporation’sSeries C Convertible Preferred Stock outstanding, nor is the Corporationunder any obligation to issues shares of its Series C ConvertiblePreferred Stock.

 

NOW, THEREFORE, BE IT RESOLVED, that it is desirableand in the best interests of the Corporation to withdraw the Amended andRestated Certificate of Designation for the Series C Convertible PreferredStock for Force Protection, Inc. from the Secretary of State of the Stateof Nevada;

 

FURTHER RESOLVED, that,pursuant to Section 78.1955 of Chapter 78 of the Nevada Revised Statutes,the Corporation be and hereby is authorized to file a certificate with theSecretary of State of the State of Nevada authorizing the withdrawal theAmended and Restated Certificate of Designation for the Series CConvertible Preferred Stock of Force Protection, Inc.; such certificateauthorizing withdrawal to be effective as the date of filing with the Secretaryof State of the State of Nevada; and

 

FURTHER, RESOLVED, thatAuthorized Officers be, and each of them acting individually hereby is,authorized, for and on behalf of the Corporation, to execute and deliver suchinstruments, documents or certificates, and to take all such other actions, asthe Authorized Officer executing or performing the same deems necessary orappropriate in order to effectuate in full the purposes and intent of theforegoing resolutions.

 

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