EXHIBIT
3.1.8






State
of Delaware
 Secretary
of State
 Division
of Corporations
 Delivered
05:45 PM 02/04/2010
 FILED
05:44 PM 02/04/2010
 SRV
100111388 — 3838993 FILE


SECOND
AMENDED AND RESTATED


CERTIFICATE
OF INCORPORATION


OF


BREKFORD
INTERNATIONAL CORP.







BREKFORD
INTERNATIONAL CORP., a corporation organized and existing under the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:




FIRST:                  The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on August 10, 2004 under the name California Cyber Design,
Inc.




SECOND:                            A
Certificate of Amendment of Certificate of Incorporation of California Cyber
Design, Inc. was filed with the Secretary of State of the State of Delaware on
August 11, 2004.




THIRD:                  A
Certificate of Amendment of Certificate of Incorporation of American Financial
Holdings Inc. (formerly known as California Cyber Design, Inc.) was filed with
the Secretary of State of the State of Delaware on January 5, 2006.




FOURTH:                  A
First Amended and Restated Certificate of Incorporation of Tactical Solution
Partners, Inc. (formerly known as American Financial Holdings Inc.) was filed
with the Secretary of State of the State of Delaware on January 10,
2006.




FIFTH:                  A
Certificate of Amendment to the First Amended and Restated Certificate of
Incorporation of Tactical Solution Partners, Inc. was filed with the Secretary
of State of the State of Delaware on April 29, 2008.




SIXTH:                  The
Second Amended and Restated Certificate of Incorporation of Brekford
International Corp. (formerly known as Tactical Solution Partners,
Inc.)  in the form attached hereto as Exhibit A has been duly
adopted in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the directors and stockholders of
the Corporation.




SEVENTH:                            The
Second Amended and Restated Certificate of Incorporation so adopted reads in
full as set forth in Exhibit A and is
incorporated herein by this reference.




IN
WITNESS WHEREOF, Brekford International Corp. has caused this Certificate to be
signed by its Chief Executive Officer this 30th day of December,
2009.







BREKFORD
      INTERNATIONAL CORP.Name:  C.B.
      BrechinTitle:  Chief
      Executive Officer





EXHIBIT
A





SECOND
AMENDED AND RESTATED


CERTIFICATE
OF INCORPORATION


OF


BREKFORD
INTERNATIONAL CORP.











ARTICLE
I




The name
of the corporation (which is hereinafter referred to as the “Corporation”)
is: Brekford International Corp.







ARTICLE
II




The
address of the Corporation’s registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle 19801. The name of the Corporation’s registered agent at such
address is The Corporation Trust Company.







ARTICLE
III




The
purpose of the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized and incorporated under the General
Corporation Law of the State of Delaware.







ARTICLE
IV




(A)           Authorized
Capital Stock. The total number of shares of capital stock which the Corporation
shall have authority to issue is 170,000,000, consisting of 150,000,000 shares
of common stock, with the par value of $0.0001 per share (“Common Stock”), and
20,000,000 shares of preferred stock, with the par value of $0.0001 per share
(“Preferred Stock”).








(B)           Preferred
Stock. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to create and provide for
the issuance of shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware (hereinafter referred to
as a “Preferred Stock Designation”), to establish from time to time the number
of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.





The
authority of the Board of Directors with respect to each service shall include,
but not be limited to, determination of the following:





(i)
            The
      designation of the series, which may be by distinguishing number, letter
      or title;




(ii)
            The
      number of shares of the series, which number the Board of Directors may
      thereafter (except where otherwise provided in the Preferred Stock
      Designation) increase or decrease (but not below the number of shares
      thereof then outstanding);




(iii)
            Whether
      dividends, if any, shall be cumulative or noncumulative and the dividend
      rate of the series;




(iv)
            The
      dates at which dividends, if any, shall be
  payable;




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(v)      The
      redemption rights and price or prices, if any, for shares of the
      series;




(vi)
            The
      terms and amount of any sinking fund provided for the purchase or
      redemption of shares of the series;




(vii)
            The
      amounts payable on, and the preferences, if any, of shares of the series
      in the event of any voluntary or involuntary liquidation, dissolution or
      winding up of the affairs of the
Corporation;




(viii)
            Whether
      the shares of the series shall be convertible into shares of any other
      class or series, or any other security, of the Corporation or any other
      corporation, and, if so, the specification of such other class or series
      of such other security, the conversion price or prices or rate or rates,
      any adjustments thereof, the date or dates at which such shares shall be
      convertible and all other terms and conditions upon which such conversion
      may be made;




(ix)
            Restrictions
      on the issuance of shares of the same series or of any other class or
      series;




(x)
            The
      voting rights, if any, of the holders of shares of the series;
      and




(xi)
            Such
      other powers, preferences and relative, participating, optional and other
      special rights, and the qualifications, limitations and restrictions
      thereof as the Board of Directors shall
  determine.




(C)           Common
Stock. The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to each
other share of Common Stock. The holders of shares of Common Stock shall be
entitled to one vote for each such share upon all questions presented to the
stockholders.





(D)           Vote.
Except as may be provided in this Certificate of Incorporation or in a Preferred
Stock Designation, or as may be required by applicable law, the Common Stock
shall have the exclusive right to vote for the election of directors and for all
other purposes, and holders of shares of Preferred Stock shall not be entitled
to receive notice of any meeting of stockholders at which they are not entitled
to vote.





(E)           Record
Holders. The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered on the stock transfer books of the Corporation
as the owner thereof for all purposes and shall not be bound to recognize any
equitable or other claim to, or interest in, such share on the part of any other
person, whether or not the Corporation shall have notice thereof, except as
expressly provided by applicable law.





ARTICLE
V





The Board
of Directors is hereby authorized to create and issue, whether or not in
connection with the issuance and sale of any of its stock or other securities or
property, rights entitling the holders thereof to purchase from the Corporation
shares of stock or other securities of the Corporation or any other corporation.
The times at which and the terms upon which such rights are to be issued will be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence such rights. The authority of the Board of Directors
with respect to such rights shall include, but not be limited to, determination
of the following:





(A)           The
initial purchase price per share or other unit of the stock or other securities
or property to be purchased upon exercise of such rights;





(B)           Provisions
relating to the times at which and the circumstances under which such rights may
be exercised or sold or otherwise transferred, either together with or
separately from, any other stock or other securities of the
Corporation;





(C)           Provisions
which adjust the number or exercise price of such rights or amount or nature of
the stock or other securities or property receivable upon exercise of such
rights in the event of a combination, split or recapitalization of any stock of
the Corporation, a change in ownership of the Corporation’s stock or other
securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the
Corporation, and provisions restricting the ability of the Corporation to enter
into any such transaction absent an assumption by the other party or parties
thereto of the obligations of the Corporation under such
rights;


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(D)           Provisions
which deny the holder of a specified percentage of the outstanding stock or
other securities of the Corporation the right to exercise such rights and/or
cause the rights held by such holder to become void;





(E)           Provisions
which permit the Corporation to redeem or exchange such rights; and





(F)           The
appointment of a rights agent with respect to such rights.





ARTICLE
VI





(A)           In
furtherance and not in limitation of the powers conferred by law, the Board of
Directors is expressly authorized and empowered:





(i)
            to
      adopt, amend or repeal the Bylaws of the Corporation, provided, however,
      that the Bylaws may also be altered, amended or repealed by the
      affirmative vote of the holders of at least 66 2/3 percent of the
      voting power of the then outstanding Voting Stock (as defined in Article
      VII below), voting together as a single class;
  and




(ii)
            from
      time to time to determine whether and to what extent, and at what times
      and places, and under what conditions and regulations, the accounts and
      books of the Corporation, or any of them, shall be open to inspection of
      stockholders; and, except as so determined, or as expressly provided in
      this Certificate of Incorporation or in any Preferred Stock Designation,
      no stockholder shall have any right to inspect any account, book or
      document of the Corporation other than such rights as may be conferred by
      applicable law.




(B)           In
addition to any other considerations which the Board of Directors may lawfully
take into account, in determining whether to take or to refrain from taking
corporate action on any matter, including proposing any matter to the
stockholders of the Corporation, the Board of Directors may take into account
the long-term as well as short-term interests of the Corporation and its
stockholders (including the possibility that these interests may be best served
by the continued independence of the Corporation), and the interests of
creditors, customers, employees and other constituencies of the Corporation and
its subsidiaries, including the effect upon communities in which the Corporation
and its subsidiaries do business.





(C)           The
Corporation may in its Bylaws confer powers upon the Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by law.





ARTICLE
VII





(A)           Subject
to the rights of the holders of any series of Preferred Stock to elect
additional directors under specific circumstances, the number of directors that
shall constitute the whole Board of Directors of the Corporation shall be fixed
in the manner prescribed in the Bylaws of the Corporation and may be increased
or decreased from time to time in such a manner as may be prescribed by the
Bylaws.





(B)           Subject
to the rights of the holders of any series of Preferred Stock to fill any newly
created directorships or vacancies, any vacancy on the Board of Directors that
results from an increase in the number of directors or for any other reason may
be filled by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director.





(C)           Unless
and except to the extent that the Bylaws of the Corporation shall so require,
the election of directors of the Corporation need not be by written
ballot.





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(D)           Until
the 2011 annual meeting of stockholders, the directors, other than those who may
be elected





(E)
Directors shall hold office until their successors are duly elected and
qualified. At each annual meeting of the stockholders of the Corporation, the
directors whose terms expire at that meeting shall be elected by a plurality of
the votes of the shares of Voting Stock present in person or represented by
proxy at such meeting and entitled to vote on the election of
directors.  Except as provided in subsection (D) above, the
directors  shall hold office for a term expiring at the next annual
meeting of stockholders following the year of their election, and until their
successors are duly elected and qualified, subject to death, resignation or
removal from office.





(F)           Subject
to the rights of the holders of any series of Preferred Stock, any director may
be removed from office at any time, with or without cause and only by the
affirmative vote of the holders of more than 50 percent of the voting power
of the then outstanding Voting Stock, voting together as a single class. For the
purposes of this Certificate of Incorporation, “Voting Stock” shall mean the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors.








ARTICLE
VIII





No
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. Any amendment or repeal of this Article VIII by the stockholders shall
not adversely affect any right or protection of a director of the Corporation
existing hereunder in respect of any act or omission occurring prior to such
amendment or repeal.





ARTICLE
IX





Each
person who is or was or had agreed to become a director or officer of the
Corporation, or each person who is or was serving or who had agreed to serve at
the request of the Board of Directors or an officer of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators of estate of such person), shall be indemnified by the
Corporation in accordance with and pursuant to the Bylaws of the Corporation.
The Corporation may provide indemnification to employees and agents of the
Corporation to the extent provided by action of the Board of Directors pursuant
to the Bylaws. Without limiting the generality or the effect of the foregoing,
the Corporation may enter into one or more agreements with any person which
provide for indemnification greater or different than that provided in this
Article IX. Any amendment or repeal of this Article IX shall not adversely
affect any right or protection existing hereunder in respect of any act or
omission occurring prior to such amendment or repeal.





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ARTICLE
X
 
 In
furtherance and not in limitation of the powers conferred by law or in this
Certificate of Incorporation, the Board of Directors (and any committee of the
Board of Directors) is expressly authorized, to the extent permitted by law, to
take such action or actions as the Board of Directors or such committee may
determine to be reasonably





ARTICLE
XI





The
Corporation shall have the right at any time and from time to time to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, or any Preferred Stock Designation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by law;
and all rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article XI; provided, however,
that any amendment or repeal of Article VIII or Article IX of this Certificate
of Incorporation shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal; and provided further that no Preferred Stock Designation shall be
amended after the issuance of any shares of the series of Preferred Stock
created thereby, except in accordance with the terms of such Preferred Stock
Designation and the requirements of applicable law.











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