Exhibit
10.124


AMENDED CERTIFICATE OF DESIGNATIONS,


PREFERENCES AND RIGHTS


OF


SERIES B-1 CONVERTIBLE PREFERRED STOCK


OF


VCAMPUS CORPORATION


Pursuant
to Section 151 of the General


Corporation
Law of the State of Delaware


The undersigned officer
of VCampus Corporation, a Delaware corporation (the “Corporation”), pursuant to
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, does hereby make this Certificate of Amendment of the Certificate of
Designations, Preferences and Rights of Series B-1 Convertible Preferred Stock,
originally filed with the office of the Secretary of State of the State of
Delaware on March 20, 2006, as amended on July 31, 2006 (the “Series B-1
Certificate of Designations”), and does hereby state and certify that pursuant
to the authority expressly vested in the Board of Directors of the Corporation
by its Certificate of Incorporation, as amended, originally filed with the
office of the Secretary of State of the State of Delaware on March 22, 1985,
the Board of Directors of the Corporation duly adopted the following
resolutions:


RESOLVED, that the
Series B-1 Certificate of Designations is hereby amended by deleting in its
entirety Sections 5(a) and 5(b) of Article II relating to “Conversion of Series
B-1 Preferred Stock into Common Stock” and substituting the following:


5.             Conversion
of Series B-1 Preferred Stock into Common Stock.


(a)           Conversion Procedure.


(i)            At
any time, any holder of Series B-1 Preferred Stock may convert all or any
portion of the Series B-1 Preferred Stock held by such holder into a number of
shares of Conversion Stock (as defined in Section 7) computed by multiplying
the number of shares to be converted by the purchase price thereof and dividing
the result by the Conversion Price (as defined in subsection 5(b)) then in
effect.


(ii)           Each
voluntary conversion of Series B-1 Preferred Stock shall be deemed to have been
effected as of the close of business on the date on which the notice of
election of such conversion is delivered (which can be by facsimile) to the
Corporation by such holder.  Until the
certificates representing the shares of Series B-1 Preferred Stock which are
being converted have been surrendered and new certificates representing shares
of the Conversion Stock shall have been issued by the Corporation, such
certificate(s) evidencing the shares of Series B-1 Preferred Stock being
converted shall be evidence of the issuance of such shares of Conversion 









 



Stock.  At such
time as such conversion has been effected, the rights of the holder of such
Series B-1 Preferred Stock as such holder shall cease and the Person or Persons
in whose name or names any certificate or certificates for shares of Conversion
Stock are to be issued upon such conversion shall be deemed to have become the
holder or holders of record of the shares of Conversion Stock represented
thereby.


(iii)          Notwithstanding
any other provision hereof, if a conversion of shares is to be made in
connection with a Public Offering (as defined in Section 7), the conversion of
such shares may, at the election of the holder thereof, be conditioned upon the
consummation of the Public Offering, in which case such conversion shall not be
deemed to be effective until the consummation of the Public Offering.


(iv)          As
soon as practicable, but in any event within five (5) business days, after a
conversion has been duly effected in accordance with clause (i) above, the
Corporation shall deliver to the converting holder:  (A) a certificate or certificates
representing, in the aggregate, the number of shares of Conversion Stock
issuable by reason of such conversion, in the name or names and in such
denomination or denominations as the converting holder has specified; and (B) a
certificate representing any shares which were represented by the certificate
or certificates delivered to the Corporation in connection with such conversion
but which were not converted.


(v)           The
issuance of certificates for shares of Conversion Stock upon conversion of
Series B-1 Preferred Stock shall be made without charge to the holders of such
Series B-1 Preferred Stock for any issuance tax in respect thereof or other
cost incurred by the Corporation in connection with such conversion and the
related issuance of shares of Conversion Stock, except for any transfer or
similar tax payable as a result of issuance of a certificate to other than the
registered holder of the shares being converted.  Upon conversion of any shares of Series B-1
Preferred Stock, the Corporation shall use its best efforts to take all such
actions as are necessary in order to insure that the Conversion Stock issuable
with respect to such conversion shall be validly issued, fully paid and
nonassessable.


(vi)          The
Corporation shall not close its books against the transfer of Series B-1
Preferred Stock or of Conversion Stock issued or issuable upon conversion of
Series B-1 Preferred Stock in any manner that interferes with the timely
conversion of Series B-1 Preferred Stock. The Corporation shall assist and
cooperate with any holder of shares of Series B-1 Preferred Stock required to
make any governmental filings or obtain any governmental approval prior to or
in connection with any conversion of shares hereunder (including, without
limitation, making any filings reasonably required to be made by the Corporation).


(vii)         No
fractional shares of Conversion Stock or scrip representing fractional shares
shall be issued upon conversion of shares of Series B-1 Preferred Stock.  If more than one share of Series B-1
Preferred Stock shall be surrendered for conversion at one time by the same
record holder, the number of full shares of Conversion Stock issuable upon the
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series B-1 Preferred Stock so surrendered by such record holder.  Instead of any fractional share of Conversion
Stock otherwise issuable upon conversion of any shares of the Series B-1
Preferred Stock, the Corporation shall pay a cash adjustment in respect of such
fraction in an amount equal to the same fraction of 



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current per share fair market value of the Conversion
Stock as determined in good faith by the Board of Directors on such basis as it
considers appropriate.


(viii)        The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Conversion Stock, solely for the purpose of issuance
upon the conversion of the Series B-1 Preferred Stock, such number of shares of
Conversion Stock as are issuable upon the conversion of all outstanding Series
B-1 Preferred Stock.  All shares of
Conversion Stock which are so issuable shall, when issued, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and
charges, other than those created or agreed to by the holder.  The Corporation shall use its best efforts to
take all such actions as may be necessary (including soliciting shareholder
approval at its next annual meeting) to assure that all such shares of
Conversion Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Conversion Stock may be listed (except for official notice
of issuance which shall be promptly delivered by the Corporation upon each such
issuance).


(b)           Conversion
Price.  “Conversion Price” for the
Series B-1 Preferred Stock shall be determined based on the following formula:


where:


y  = Conversion Price


x  = last closing bid price of the common stock
prior to conversion


And when x is $0.37 or less,
then


y = $0.37


And when x is greater than
$0.37, then


y = $0.37 + .02(x - $0.37) (subject to Conversion Price floor
of $0.37)


The Conversion Price formula
and related numbers set forth herein shall be subject to automatic adjustment
for any stock splits, stock dividends or other similar events involving the
Corporation’s common stock.


This Amended Certificate of
Designations of the Corporation has been duly adopted in accordance with
Section 151 of the General Corporation Law of the State of Delaware.



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The
undersigned is signing this Amended Certificate of Designations on behalf of
the Corporation on October 31, 2006.


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  /s/ Christopher L. Nelson

  	
   

  	
   

  
	
   

  	
   

  	
  Christopher L. Nelson

  	
   

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer

  	
   

  	
   

  



 



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