**Exhibit
      4.1.2**





**SETTING
      FORTH THE PREFERENCES, RIGHTS AND LIMITATIONS OF**


**SERIES
      C PREFERRED STOCK OF**


**TORBAY
      HOLDINGS, INC.**





Torbay
      Holdings, Inc., a Delaware corporation (the "Corporation"), certifies that
      pursuant to the authority contained in Article Fourth of its Certificate of
      Incorporation and in accordance with the provisions of Section 151 of the
      General Corporation Law of the State of Delaware, the Corporation has the
      authority to issue 20,000,000 shares of Preferred Stock, par value $0.0001
      per
      share; and, further





The
      Board
      of Directors of the Corporation has the authority to issue any or all of such
      shares in one or more series and by resolution to provide for the designation
      of
      each series to be issued pursuant to the foregoing authority.





The
      Board
      of Directors previously designated 700,000 shares as Series 1 Preferred Stock,
      and 10,000,000 shares of Series B Preferred Stock leaving 9,300,000 shares
      undesignated.





On
      September 28, 2007, the Board of Directors of the Corporation unanimously
      adopted the following resolution regarding the designation of 7,500,000
      additional series of preferred stock, to be designated as Series C Preferred
      Stock and the filing of a Certificate of Designation with respect thereto:




“RESOLVED,
      that a series of the authorized preferred stock entitled Series C Preferred
      Stock is hereby created with the following designations, preferences and
      rights:





Designation
      and Amount; Par Value .
      The
      shares of such series are designated as Series C Preferred Stock (the "Series
      C
      Preferred Stock") and the number of shares constituting such series is
      7,500,000. The par value of each share of the series is $0.0001.





Voting .
      The
      holders of Series C Preferred Stock shall be entitled to vote on all matters
      as
      to which holders of Common Stock shall be entitled to vote (including, but
      not
      limited to, the election of directors of the Corporation), in the same manner
      and with the same effect as such holders of Common Stock, voting together with
      the holders of Common Stock as one class. Each share of Series C Preferred
      Stock
      shall entitle the holder thereof to sixty (60) votes. Each share of Series
      C
      Preferred Stock shall be entitled to receive notice of or attend any annual
      or
      extraordinary meeting of shareholders of the Corporation.





Dividends .
      The
      holders of the Series C Preferred Shares shall have the same rights regarding
      dividends as Common Shares.





Redemption
      at the Option of the Corporation .
      (a) The
      Corporation may redeem all, but not less than all, of the outstanding shares
      of
      Series C Preferred Stock as follows.




(b)
      The
      date of an optional redemption of Series C Preferred Stock pursuant to this
      subsection (an "Optional Redemption Date") shall be a day not less than thirty
      (30) days from the date of the notice of optional redemption sent by the
      Corporation in accordance with the provisions set forth in this section below.
      No date will be an Optional Redemption Date unless the Optional Redemption
      Price
      (as hereinafter defined) is paid in full in cash on such date, and if not so
      paid in full, the Optional Redemption Date will be the date on which such
      Optional Redemption Price is fully paid as permitted and required by this
      Certificate of Designation.




(c)
      For
      each share of Series C Preferred Stock which is to be redeemed pursuant to
      this
      subsection, the Corporation will be obligated on the Optional Redemption Date
      to
      pay to the holder thereof, upon surrender by such holder at the Corporation's
      principal office of the certificate representing such shares of Series C
      Preferred Stock endorsed or assigned in blank to the Corporation, an amount
      equal to $1.00 per share, plus all accrued but unpaid dividends on such share
      (the “Optional Redemption Price”).




(d)
      No
      share of Series C Preferred Stock is entitled to any dividends accruing after
      the Optional Redemption Date. On the Optional Redemption Date all rights of
      the
      holder of such share of Series C Preferred Stock will cease and such share
      of
      Series C Preferred Stock will not be deemed to be outstanding. Any shares of
      Series C Preferred Stock which are redeemed or otherwise acquired by the
      Corporation will be cancelled and will not be reissued, sold or transferred.








(e)
      Not
      less than 30 nor more than 60 days prior to the Optional Redemption Date, the
      Corporation shall give written notice to each of the holders of Series C
      Preferred Stock of any redemption to be made pursuant to this section specifying
      the date of such redemption and instructing the holders of Series C Preferred
      Stock where to deliver certificates for the shares being redeemed and any other
      information reasonably necessary in connection with such redemption.




(f)
      In
      the event that the Corporation shall give notice to the holders of Series C
      Preferred Stock of an optional redemption by the Corporation, prior to the
      Optional Redemption Date each holder of Series C Preferred Stock shall have
      the
      right to convert some or all of such holder’s shares of Series C Preferred Stock
      into common stock of the Corporation as hereinafter provided.





Mandatory
      Redemption .
      (a) The
      Corporation shall redeem any and all outstanding shares of Series C Preferred
      Stock on October 1, 2012 (the “Mandatory Redemption Date”).


(b)
      For
      each share of Series C Preferred Stock which is to be redeemed pursuant to
      this
      subsection, the Corporation will be obligated on the Mandatory Redemption Date
      to pay to the holder thereof, upon surrender by such holder at the Corporation's
      principal office of the certificate representing such shares of Series C
      Preferred Stock endorsed or assigned in blank to the Corporation, an amount
      equal to the Liquidation Preference (as such term is hereinafter defined) per
      share.




(c)
      No
      share of Series C Preferred Stock is entitled to any dividends accruing after
      the Mandatory Redemption Date. On the Mandatory Redemption Date all rights
      of
      the holder of such share of Series C Preferred Stock, other than the right
      to
      receive payment of the Liquidation Preference per share of such Series C
      Preferred Stock upon surrender by such holder at the Corporation's principal
      office of the certificate representing such shares of Series C Preferred Stock
      endorsed or assigned in blank to the Corporation, will cease and such share
      of
      Series C Preferred Stock will not be deemed to be outstanding. Any shares of
      Series C Preferred Stock which are redeemed or otherwise acquired by the
      Corporation will be cancelled and will not be reissued, sold or transferred.




(d)
      Not
      less than 30 nor more than 60 days prior to the Optional Redemption Date, the
      Corporation shall give written notice to ach of the holders of Series C
      Preferred Stock of the mandatory redemption to be made pursuant to this section
      specifying the date of such redemption and instructing the holders of Series
      C
      Preferred Stock where to deliver certificates for the shares being redeemed
      and
      any other information reasonably necessary in connection with such redemption.




(e)
      Until
      the Mandatory Redemption Date, each holder of Series C Preferred Stock shall
      have the right to convert some or all of such holder’s shares of Series C
      Preferred Stock into common stock of the Corporation as hereinafter provided.




(f)
      In
      the event of a redemption in accordance with this section, if the funds of
      the
      Corporation legally available for redemption of Series C Preferred Stock on
      the
      Mandatory Redemption Date are insufficient to redeem all of the shares of Series
      C Preferred Stock to be redeemed on such date, those funds which are legally
      available will be used to redeem the maximum possible number of shares of Series
      C Preferred Stock ratably among the holders of the Series C Preferred Stock
      to
      be redeemed. At any time thereafter when additional funds of the Corporation
      are
      legally available for the redemption of such Series C Preferred Stock, such
      funds will promptly be used to redeem the balance of the shares of such Series
      C
      Preferred Stock.





Conversion. (a) Right
      to Convert .
      Each
      share of Series C Preferred Stock may at any time be converted at the option
      of
      the holder thereof into ten (10) shares of common stock of the Corporation
      (the
“Conversion Ratio”) provided and to the extent that the Corporation shall then
      have a sufficient number of authorized, but unissued shares of its common stock
      to issue upon such conversion. If at any time while any shares of Series C
      Preferred Stock remain outstanding the Corporation does not have a sufficient
      number of authorized and unissued shares of Common Stock to issue upon
      conversion of all of the outstanding shares of Series C Preferred Stock, then
      the Corporation shall as promptly as practicable use its reasonable best efforts
      to increase the Corporation's authorized Common Stock to an amount sufficient
      to
      allow the Corporation to have available a sufficient number of authorized and
      unissued shares of Common Stock to issue upon conversion of all of the shares
      of
      Series C Preferred Stock then outstanding. The Conversion Ratio shall be subject
      to adjustment as set forth in clause (c).








(b) Mechanics
      of Conversion .
      Before
      any holder of Series C Preferred Stock shall be entitled to convert the same
      into shares of Common Stock, the holder shall surrender the certificate or
      certificates therefor, duly endorsed, at the office of the Corporation or of
      any
      transfer agent for the Series C Preferred Stock, and shall give written notice
      to this Corporation at its principal corporate office, of the election to
      convert the same and shall state therein the name or names in which the
      certificate or certificates for shares of Common Stock are to be issued. The
      Corporation shall, as soon as practicable thereafter, issue and deliver at
      such
      office to such holder of Series C Preferred Stock, or to the nominee or nominees
      of such holder, a certificate or certificates for the number of shares of Common
      Stock to which such holder shall be entitled as aforesaid. Such conversion
      shall
      be deemed to have been made immediately prior to the close of business on the
      date of such surrender of the shares of Series C Preferred Stock to be
      converted, and the person or persons entitled to receive the shares of Common
      Stock issuable upon such conversion shall be treated for all purposes as the
      record holder or holders of such shares of Common Stock as of such date.





(c) Conversion
      Ratio Adjustments of Series C Preferred Stock .
      The
      Conversion Ratio of the Series C Preferred Stock shall be subject to adjustment
      from time to time as follows:




(i)
      In
      the event the Corporation should at any time or from time to time fix a record
      date for the effectuation of a split or subdivision of the outstanding shares
      of
      Common Stock or the determination of holders of Common Stock entitled to receive
      a dividend or other distribution payable in additional shares of Common Stock
      or
      other securities or rights convertible into, or entitling the holder thereof
      to
      receive directly or indirectly, additional shares of Common Stock (hereinafter
      referred to as “Common Stock Equivalents”) without payment of any consideration
      by such holder for the additional shares of Common Stock or the Common Stock
      Equivalents (including the additional shares of Common Stock issuable upon
      conversion or exercise thereof), then, as of such record date (or the date
      of
      such dividend distribution, split or subdivision if no record date is fixed),
      the Conversion Ratio of the Series C Preferred Stock shall be appropriately
      adjusted so that the number of shares of Common Stock issuable on conversion
      of
      each share of such Series C Preferred Stock shall be increased in proportion
      to
      such increase in the aggregate number of shares of Common Stock outstanding
      and
      those issuable with respect to such Common Stock Equivalents.





(ii)
      If
      the number of shares of Common Stock outstanding at any time is decreased by
      a
      reverse stock split or combination of the outstanding shares of Common Stock,
      then, following the record date of such reverse stock split or combination,
      the
      Conversion Ratio for the Series C Preferred Stock shall be appropriately
      adjusted so that the number of shares of Common Stock issuable on conversion
      of
      each share of such series shall be decreased in proportion to such decrease
      in
      outstanding shares.





(iii)
      In
      the event the Corporation shall declare a distribution payable in securities
      of
      other persons, evidences of indebtedness issued by the Corporation or other
      persons, assets (excluding cash dividends) or options or rights, then, in each
      such case, the holders of Series C Preferred Stock shall be entitled to a
      proportionate share of any such distribution as though they were the holders
      of
      the number of shares of Common Stock of the Corporation into which their shares
      of Series C Preferred Stock are convertible as of the record date fixed for
      the
      determination of the holders of Common Stock of the Corporation entitled to
      receive such distribution.





(iv)
      If
      at any time or from time to time there shall be a recapitalization of the Common
      Stock (other than a subdivision or combination transaction provided for
      elsewhere herein), provision shall be made so that the holders of the Series
      C
      Preferred Stock shall thereafter be entitled to receive upon conversion of
      such
      series of Series C Preferred Stock the number of shares of stock or other
      securities or property of the Corporation or otherwise, to which a holder of
      the
      number of shares of Common Stock deliverable upon conversion of the Series
      C
      Preferred Stock held by such holder would have been entitled on such
      recapitalization. In any such case, appropriate adjustment shall be made in
      the
      application of the provisions of this clause with respect to the rights of
      the
      holders of Series C Preferred Stock after the recapitalization to the end that
      the provisions of this clause (including adjustment of the Conversion Ratio
      then
      in effect and the number of shares purchasable upon conversion of Series C
      Preferred Stock) shall be applicable after that event as nearly equivalent
      as
      may be practicable.





(d)  No
      Impairment .
      The
      Corporation will not, by amendment of this Certificate of Designation or the
      Certificate of Incorporation of the Corporation 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 clause and in the taking of all
      such
      action as may be necessary or appropriate in order to protect the conversion
      rights of the holders of Series C Preferred Stock against
      impairment.








(e)  No
      Fractional Shares and Certificate as to Adjustments ,





(i)
      No
      fractional shares shall be issued upon the conversion of any share or shares
      of
      Series C Preferred Stock. In lieu of any fractional shares to which the holder
      would otherwise be entitled, the Corporation shall pay cash equal to such
      fraction multiplied by the then fair market value of a share of Common Stock
      as
      determined in good faith by the Board of Directors. The number of shares of
      Common Stock to be issued upon such conversion shall be determined on the basis
      of the total number of shares of Series C Preferred Stock the holder is at
      the
      time converting into Common Stock and the number of shares of Common Stock
      issuable upon such aggregate conversion.





(ii)
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Ratio of
      any
      series of Series C Preferred Stock pursuant to this clause, the Corporation,
      at
      its expense, shall promptly compute such adjustment or readjustment in
      accordance with the terms hereof and prepare and furnish to each holder of
      Series C Preferred Stock a certificate setting forth such adjustment or
      readjustment and showing in detail the facts upon which such adjustment or
      readjustment is based. The Corporation shall, upon the written request at any
      time of any holder of Series C Preferred Stock, furnish or cause to be furnished
      to such holder a like certificate setting forth (A) such adjustment and
      readjustment, (B) the Conversion Ratio at the time in effect, and (C) the number
      of shares of Common Stock and the amount, if any, of other property that at
      the
      time would be received upon the conversion of a share of Series C Preferred
      Stock.





(f)  Notices
      of Record Date .
      In the
      event of 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 (other than a cash dividend) or other
      distribution, any right to subscribe for, purchase or otherwise acquire any
      shares of stock of any class or any other securities or property, or to receive
      any other right, the Corporation shall mail to each holder of Series C Preferred
      Stock, at least twenty (20) days prior to the date specified therein, a notice
      specifying the date on which any such record is to be taken for the purpose
      of
      such dividend, distribution or right, and the amount and character of such
      dividend, distribution or right.





Liquidation
      Preference .
      In the
      event of a Liquidation Event, the holders of Series C Preferred Stock shall
      be
      entitled to receive in cash out of the assets of the Corporation, whether from
      capital or from earnings available for distribution to its stockholders (the
      "Liquidation Funds"), before any amount shall be paid to the holders of any
      of
      the capital shares of the Corporation of any class junior in rank to the Series
      C Preferred Stock in respect of the preferences as to distributions and payments
      on the liquidation, dissolution and winding up of the Corporation ("Junior
      Shares"), an amount per share of Series C Preferred Stock equal to $0.60 plus
      accrued, but unpaid dividends thereon (the “Liquidation Preference”); provided
      that, if the Liquidation Funds are insufficient to pay the full amount due
      to
      the holders and holders of shares of other classes or series of preferred shares
      of the Corporation that are of equal rank with the Series C Preferred Stock
      as
      to payments of Liquidation Funds (the "Pari Passu Shares"), then each holder
      of
      Series C Preferred Stock and Pari Passu Shares shall receive a percentage of
      the
      Liquidation Funds equal to the full amount of Liquidation Funds payable to
      such
      holder as a liquidation preference (in accordance with the terms of the
      certificate of designations (or other equivalent document or instrument)
      governing payments to the holder of such shares upon a dissolution or
      liquidation of the Corporation) as a percentage of the full amount of
      Liquidation Funds payable to all holders of Series C Preferred Stock and Pari
      Passu Shares. All the preferential amounts to be paid to the holders under
      this
      Section shall be paid or set apart for payment before the payment or setting
      apart for payment of any amount for, or the distribution of any Liquidation
      Funds of the Corporation to the holders of shares of other classes or series
      of
      preferred shares of the Corporation junior in rank to the Series C Preferred
      Stock in connection with a Liquidation Event as to which this Section applies.
      For purposes of this Section, "Liquidation Event" means the voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation or any
      subsidiaries of the Corporation the assets of which constitute all or
      substantially all of the business of the Corporation and its subsidiaries taken
      as a whole, in a single transaction or series of transactions. The purchase
      or
      redemption by the Corporation of shares of any class, in any manner permitted
      by
      law, shall not, for the purposes hereof, be regarded as a Liquidation Event.
      For
      purposes hereof, any outstanding shares of Series B Preferred Stock shall be
      deemed to be Pari Passu Shares.








IN
      WITNESS WHEREOF, TORBAY HOLDINGS, INC. has caused this Certificate of
      Designation to be executed by its President and attested to by its Secretary
      this 28th day of September, 2007.





TORBAY
      HOLDINGS, INC.





/s/
      Richard K Lauer


President


ATTEST:






/s/
      Richard K Lauer


Secretary