**Exhibit 3.1**

 

**AMENDED AND RESTATED**

**ARTICLES OF INCORPORATION OF**

**CARGO CONNECTION LOGISTICS HOLDING, INC.**

 

Cargo Connection Logistics Holding, Inc., a corporation organized and            existing under the laws of the State of Florida, (the “Corporation”),            pursuant to Florida Revised Statutes 78.403, does hereby adopt the following as its            Articles of Incorporation, replacing in their entirety, the existing Articles of            Incorporation.

 

1.            The Articles of Incorporation of the Corporation are hereby amended and            restated in their entirety to read as follows:

 

**ARTICLE 1**

**NAME**

 

The name of the Corporation is Cargo Connection Logistics Holding,            Inc.

 

**ARTICLE 2**

**PURPOSE OF CORPORATION**

 

The nature of the business of the Corporation and the purposes for which            it is organized are to engage in any business and in any lawful act or activity for            which corporations may be organized under the laws of the State of Florida and to            possess and employ all powers and privileges now or hereafter granted or available            under the laws of the State of Florida to such corporations.

 

**ARTICLE 3**

**CAPITAL STOCK**

 
|   | (1) | Shares, Classes and Series Authorized. |
|--------|-----|----------------------------------------|

 

(a)          The Corporation is authorized to issue up to 5,002,000,000 shares of            capital stock of which 5,000,000,000 shall be designated as “Common Stock”,            each shares of which shall have the par value of $0.001 and 2,000,000 which shall be            designated as “Preferred Stock”, each of which shall have the par value of            $1.00.

 

(b)          The number of authorized shares of Common Stock may be increased or            decreased (but not below the number of shares thereof then outstanding) from time to            time by the affirmative vote of the holders of a majority of the stock of the            Corporation entitled to vote.

 
|   | (2) | Powers and Rights of the Common Stock and Preferred                        Stock. |
|--------|-----|-----------------------------------------------------------------------------------|

 

This Corporation is authorized to issue 5,002,000,000 shares of capital            stock of which 5,000,000,000 shall be designated as “Common Stock”, each            shares of which shall have the par value of $0.001 and 2,000,000 which shall be            designated as “Preferred Stock”, each share of which shall have the par            value of $1.00.

 

 

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The Corporation hereby establishes and designates classes of its            Preferred Stock as follows: (i) 500,000 shares of its preferred stock, par value of            $1.00, designated as “blank check” Series III Preferred Stock (the            “Series III Preferred Stock”); (ii) 600,000 shares of its preferred stock,            par value of $1.00, designated as Series IV Preferred Stock (the “Series IV            Preferred Stock”); and (iii) 500,000 shares of its preferred stock, par value of            $1.00, designated as Series V Preferred Stock (the “Series V Preferred            Stock”). The rights, preferences, and privileges of the Series III Preferred            Stock, Series IV Preferred Stock and Series V Preferred Stock relative to those of the            common stock, par value $0.001 per share, of the Corporation (the Common Stock) as set            forth herein. The remaining Preferred Stock may be issued, from time to time, in Series            with varying face amounts and may or may not be convertible into shares of Common            Stock.

 

Blank Check Series III Preferred Stock

 

The Corporation is authorized to issue 500,000 shares of preferred            stock, par value of $1.00. The following is a statement of the designations, and            powers, of preferences and rights, and the qualifications, limitations or restrictions            with respect to the Preferred Stock of the Corporation: The shares of Preferred Stock            may be issued in one or more series, and each series shall be so designated as to            distinguish the shares thereof from the shares of all other series. Authority is hereby            expressly granted to the Board of Directors of the Corporation to fix, subject to the            provisions herein set forth, before the issuance of any shares of a particular series.            The number, designation, and relative rights, preferences and limitations of the shares            of such series including (1) voting rights, if any, which may include the right to vote            together as a single class with the Common Stock and any other series of the Preferred            Stock with the number of votes per share accorded to shares of such series being the            same as or different from that accorded to such other shares, (2) the dividend rate per            annum, if any, and the terms and conditions pertaining to dividends and whether such            dividends shall be cumulative, (3) the amount or amounts payable upon such voluntary or            involuntary liquidation, (4) the redemption price or prices, if any, and the terms and            conditions of the redemption, (5) sinking fund provisions, if any for the redemption or            purchase of such shares, (6) the terms and conditions on which such shares are            convertible, in the event the shares are to have conversion rights, and (7) any other            rights, preferences and limitations pertaining to such series which may be fixed by the            Corporation’s Board of Directors pursuant to the Florida Business Corporation            Act.

 

Series IV Preferred Stock

 

The Corporation is authorized to issue up to 600,000 shares of preferred            stock at $1.00 par value. Such shares are based on a convertible promissory note            entered into between the Corporation and Triple Crown Consulting, Inc. The promissory            note is convertible at the option of Triple Crown Consulting based on the following            conversion formula: the conversion price per share shall be equal to the lesser of (i)            the average of the lowest of three trading day trading prices during the five trading            days immediately prior to the conversion date multiplied by .70, or (ii) the average of            the lowest of the three day trading prices during the five trading days immediately            prior to the funding date. Each outstanding

             

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share of Series IV Preferred Stock is convertible into shares of common            stock.

 

Voting Rights.

 

General. In addition to the other rights            provided in this Amendment, by agreement or by law, the holders of the Series IV            Preferred Stock and the holders of the Common Stock shall vote together as a single            class on all actions to be taken by the shareholders of the Corporation. At all            meetings of the shareholders of the Corporation and in the case of any actions of            shareholders in lieu of a meeting, each holder of the Series IV Preferred Stock shall            have twenty times that number of votes on all matters submitted to the shareholders            that is equal to the number of shares of Common Stock (rounded to the nearest whole            number) into which such holder’s shares of Series IV Preferred Stock are then            convertible, as set forth below, at the record date for the determination of the            shareholders entitled to vote on such matters or, if no such record date is            established, at the date such vote is taken or any written consent of such shareholders            is effected. This provision for determination of the number of votes to which each            holder of the Series IV Preferred Stock is entitled shall also apply in cases in which            the holders of the Series IV Preferred Stock have the right to vote together as a            separate class. The holders of a majority of the shares of Common Stock and the shares            of Preferred Stock, voting together on an as-if converted basis, shall appoint the            members of the Board of the Directors.

 

Vacancies. A vacancy in any directorship            elected by the holders of the Preferred Stock and Common Stock voting together as a            single class shall be filled only by the holders of the Preferred Stock and Common            Stock voting together as a single class increase or decrease the authorized number of            shares of Preferred Stock; or sell, lease, license (on an exclusive basis) or otherwise            dispose of all or substantially all of the assets of the Corporation or of any            subsidiary of the Corporation, nor shall the Corporation or any subsidiary of the            Corporation consolidate or merge with any other corporation or entity, or permit any            other corporation or entity to consolidate or merge into the Corporation or any            subsidiary of the Corporation, or enter into a plan of exchange with any other            corporation or entity, or otherwise acquire any other corporation or entity, or            otherwise take any action constituting or resulting in a liquidation, dissolution or            winding up of the Corporation.

 

Dividends.

 

Dividend Preference. The holders of each            share of the Series IV Preferred Stock then outstanding shall be entitled to receive            non-cumulative cash dividends, at the annual dividend rate, out of any funds and assets            of the Corporation legally available therefore, prior and in preference to any            declaration or payment of any dividend payable on the Common Stock. Such non-cumulative            dividends shall be payable only if, as, and when declared by the Board; provided,            however, that such non-cumulative dividends, only if declared, will be automatically            payable, upon any liquidation event described below.

 

Other Dividends. The Corporation shall not            declare, pay, or set apart for payment any dividend or other distribution with respect            to any shares of capital stock of the Corporation for any period, whether before or            after the effective date of this Amendment, unless and

             

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until (i) declared by the Board and (ii) approved by the holders of the            Preferred Stock. The holders of each share of Preferred Stock shall also be entitled to            receive a pro-rata portion, on an as-if converted basis, of any dividends payable on            Common Stock. Dividends on shares of capital stock of the Corporation shall be payable,            whether payable in cash or other property, only out of funds legally available            therefore.

 

Non-Cash Dividends. Whenever a dividend            provided for in this Section shall be payable in property other than cash, the value of            such dividend shall be deemed to be the fair market value of such property as            determined in good faith by the Board.

 

Liquidation Rights.

 

Preference of Series IV Preferred Stock. In            the event of any liquidation, dissolution or winding up of the Corporation, whether            voluntary or involuntary, the holders of the Series IV Preferred Stock then outstanding            shall be entitled to receive out of the assets of the Corporation available for            distribution to its shareholders, whether such assets are capital, surplus, or            earnings, before any payment, declaration, or setting apart for payment of any amount            shall be made in respect of the Common Stock, an amount equal to the liquidation price            per share of the Series IV Preferred Stock with respect to such liquidation,            dissolution or winding up. If, upon any liquidation, dissolution, or winding up of the            Corporation, whether voluntary or involuntary, the assets to be distributed to the            holders of the Series IV Preferred Stock shall be insufficient to permit the payment to            such shareholders of the full liquidation price, then all of the assets of the            Corporation shall be distributed solely and ratably to the holders of the Series IV            Preferred Stock.

 

Remaining Assets. If the assets of the            Corporation available for distribution to the Corporation’s shareholders exceed            the aggregate amount payable to the holders of the Series IV Preferred Stock then after            the payments required hereunder shall have been made the Corporation’s remaining            assets shall be distributed pro rata, on a per share basis, among the holders of the            Common Stock and the holders of the Series IV Preferred Stock on an as-if converted            basis.

 

Reorganization; Sale of Assets. The            following transactions shall each be deemed to be a liquidation, dissolution or winding            up of the Corporation within the meaning of the provisions of this Section, and all of            the provisions of this Section shall apply to any such transaction(s): (i) the merger,            acquisition, or consolidation of the Corporation into or with any other entity or            entities in which the Corporation is not the surviving entity or which results in the            exchange of outstanding shares of capital stock of the Corporation for securities or            other consideration issued or paid or caused to be issued or paid by any such entity or            Affiliate thereof pursuant to which the shareholders of the Corporation immediately            prior to the transaction do not own a majority of the outstanding shares of capital            stock of the surviving corporation immediately after the transaction, (ii) the            effectuation by the Corporation of a transaction or series of related transactions in            which 50% or more of the voting power of the Corporation is disposed of, and (iii) any            sale, lease, license (on an exclusive basis) or transfer by the Corporation of all or            substantially all its assets. In connection therewith, the consideration to be received            by shareholders of the

             

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Corporation shall be apportioned as though first received by the            Corporation and then distributed in liquidation thereof.

 

Notice. Written notice of such liquidation,            dissolution or winding up, stating a payment date and the place where said payments            shall be made, shall be given by mail, postage prepaid, or by telephone facsimile to            non-U.S. residents, not less than twenty (20) days prior to the payment date stated            therein, to the holders of record of Series IV Preferred Stock, such notice to be            addressed to each such holder at its address as shown by the records of the            Corporation.

 

Determination of Consideration. To the            extent any distribution is made pursuant to the Liquidation of the Company consists of            property other than cash, the value thereof shall be the fair value at the time of such            distributions as determined in good faith by the Board.

 

Conversion Prior to Liquidating            Distributions. Any holder of Series IV Preferred Stock may,            at its option, convert all or a portion of its shares into Common Stock upon a            liquidation, dissolution or winding up of the Corporation and thereby receive            distributions with the holders of the Common Stock in lieu of receiving distributions            as a holder of the Series IV Preferred Stock.

 

Adjustment for Certain Dividends and            Distributions. If the Corporation, at any time or from time            to time, makes or issues or fixes a record date for the determination of holders of            shares of the Preferred Stock entitled to receive a dividend or other distribution            payable in additional shares of such Preferred Stock, then and in each such event the            Redemption Price for the Preferred Stock then in effect shall be decreased as of the            time of such issuances or, in the event such record date is fixed, as of the close of            business on such record date, by multiplying the Redemption Price for the Preferred            Stock then in effect by a fraction (a) the numerator of which is the total number of            shares of Preferred Stock issued and outstanding immediately prior to the time of such            issuance or the close of business on such record date, and (b) the denominator of which            shall be the total number of shares of the Preferred Stock issued and outstanding            immediately prior to the time of such issuance or the close of business on such record            date plus the number of shares of Preferred Stock issuable in payment of such dividend            or distribution; provided, however, that if such record date is fixed and such dividend            is not fully paid or if such distribution is not fully made on the date fixed            therefore, the Redemption Price for the Preferred Stock shall be recomputed accordingly            as of the close of business on such record date and thereafter the Redemption Price for            the Preferred Stock shall be adjusted pursuant to this Section as of the time of actual            payment of such dividends or distributions.

 

Certain Adjustments to Conversion Price for Stock Splits, Dividends,            Mergers, Reorganizations, Etc.

 

Adjustment for Stock Splits, Stock Dividends and Combinations of            Common Stock. In the event the outstanding shares of Common            Stock shall, after the filing of this Amendment, be subdivided (split), or combined            (reverse split), by reclassification or otherwise, or in the event of any dividend or            other distribution payable on the Common Stock in shares of

             

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Common Stock, the Series IV Conversion Price in effect immediately prior            to such subdivision, combination, dividend or other distribution shall be adjusted so            that the registered holder of any share of Preferred Stock thereafter surrendered for            conversion shall be entitled to receive the number and kind of shares of Common Stock            and other securities which such holder would have owned or have been entitled to            receive after the happening of any of the events described above had such share been            converted immediately prior to the happening of such event. An adjustment made pursuant            to this subparagraph (A) shall become effective immediately after the record date in            the case of a dividend or other distribution and shall become effective immediately            after the effective date in the case of a subdivision or combination.

 

Adjustment for Merger or Reorganization, Etc.In the event of a reclassification, reorganization or exchange or any            merger, acquisition, consolidation or reorganization of the Corporation with another            Corporation (other than a merger, acquisition or other consolidation or reorganization            which shall be considered a liquidation pursuant to the Liquidation Section set forth            above), each share of Series IV Preferred Stock shall thereafter be convertible into            the kind and number of shares of stock or other securities or property to which a            holder of the number of shares of Common Stock of the Corporation deliverable upon            conversion of the Series IV Preferred Stock would have been entitled upon such            reclassification, reorganization, exchange, consolidation, merger or conveyance had the            conversion occurred immediately prior to the event; and, in any such case, appropriate            adjustment (as determined in good faith by the Board) shall be made in the application            of the provisions herein set forth with respect to the rights and interests thereafter            of the holders of the Series IV Preferred Stock, to the end that the provisions set            forth herein (including provisions with respect to changes in and other adjustments of            the applicable Series IV Conversion Price) shall thereafter be applicable, as nearly as            reasonably may be, in relation to any shares of stock or other property thereafter            deliverable upon the conversion of the Series IV Preferred Stock.

 

No Preemptive Rights.Shareholders shall            have no preemptive rights except as granted by the Corporation pursuant to written            agreements.

 

Series V Preferred Stock

 

The Corporation is authorized to issue up to 500,000 shares of preferred            stock to consist of 500,000 shares, par value $1.00 per share, which shall have the            following preferences, powers, designations and other special rights; (the            “Series V Preferred Stock”).

             

Voting Rights.

 

General. In addition to the other rights            provided in this Amendment, by agreement or by law, the holders of the Series V            Preferred Stock and the holders of the Common Stock shall vote together as a single            class on all actions to be taken by the shareholders of the Corporation. At all            meetings of the shareholders of the Corporation and in the case of any actions of            shareholders in lieu of a meeting, each holder of one Series V Preferred Stock shall            have thirty times that number of votes of one share of Common Stock, on all            matters

             

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submitted to the shareholders, as set forth below, at the record date            for the determination of the shareholders entitled to vote on such matters or, if no            such record date is established, at the date such vote is taken or any written consent            of such shareholders is effected. This provision for determination of the number of            votes to which each holder of the Series V Preferred Stock is entitled shall also apply            in cases in which the holders of the Series V Preferred Stock have the right to vote            together as a separate class. The holders of a majority of the shares of Common Stock            and the shares of Preferred Stock, voting together on an as-if converted basis, shall            appoint the members of the Board of the Directors.

 

Dividend Preference. The holders of each            share of the Series V Preferred Stock then outstanding shall be entitled to receive            non-cumulative cash dividends, at the annual dividend rate, out of any funds and assets            of the Corporation legally available therefore, prior and in preference to any            declaration or payment of any dividend payable on the Common Stock. Such non-cumulative            dividends shall be payable only if, as, and when declared by the Board; provided,            however, that such non-cumulative dividends, only if declared, will be automatically            payable, upon any liquidation event described below.

 

Other Dividends. The Corporation shall not            declare, pay, or set apart for payment any dividend or other distribution with respect            to any shares of capital stock of the Corporation for any period, whether before or            after the effective date of this Amendment, unless and until (i) declared by the Board            and (ii) approved by the holders of the Preferred Stock. The holders of each share of            Preferred Stock shall also be entitled to receive a pro-rata portion, on an as-if            converted basis, of any dividends payable on Common Stock. Dividends on shares of            capital stock of the Corporation shall be payable, whether payable in cash or other            property, only out of funds legally available therefore.

 

Non-Cash Dividends. Whenever a dividend            provided for in this Section shall be payable in property other than cash, the value of            such dividend shall be deemed to be the fair market value of such property as            determined in good faith by the Board.

             

Liquidation Preference.Upon the            liquidation, dissolution and winding up of the Corporation, whether voluntary or            involuntary, the holders of the Series V Preferred Stock then outstanding shall be            entitled to receive out of the assets of the Corporation, whether from capital or from            earnings available for distribution to its stockholders, before any amount shall be            paid to the holders of common stock.

             

Conversion. Each one share of Series V            Preferred Stock is convertible into 7,575 shares of Common Stock.

 

Certain Adjustments for Stock Splits, Mergers, Reorganizations,            Etc.In the event the outstanding shares of Common Stock            shall, after the filing of this Resolution, be subdivided (split) or combined (reverse            split) by reclassification or otherwise, or in the event of a reclassification,            reorganization or exchange or any merger, acquisition, consolidation or reorganization            of the Corporation with another Corporation, each share of Series V Preferred Stock            shall thereafter be convertible into the kind and number of shares of stock or other            securities or property to which a holder of the number of shares of Common            Stock

             

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of the Corporation deliverable upon conversion of the Series V Preferred            Stock would have been entitled upon such reclassification, reorganization, exchange,            consolidation, merger or conveyance had the conversion occurred immediately prior to            the event. An adjustment made pursuant to this Subsection shall become effective            immediately after effective date in the case of a subdivision or            combination.

             

Conversion Notice. The Holder of a share of            Series V Preferred Stock may exercise its conversion right by giving a written            conversion notice in the form of Exhibit A hereto (the “Conversion Notice”)            (1) by facsimile to the Corporation’s transfer agent for its Common Stock, as            designated by the Corporation from time to time (the “Transfer Agent”),            confirmed by a telephone call or (2) by overnight delivery service, with a copy by            facsimile to the Corporation and to its counsel, as designated by the Corporation from            time to time. The Holder must also surrender the certificate for the Series V Preferred            Stock to the Corporation at its principal office (or such other office or agency of the            Corporation may designate by notice in writing to the Holder) at any time during its            usual business hours on the date set forth in the Conversion Notice.

 

Issuance of Certificates; Time Conversion            Effected. Promptly, but in no event more than three (3)            Trading Days, after the receipt of the Conversion Notice referred to herein above and            surrender of the Series V Preferred Stock certificate, the Corporation shall cause to            be issued and delivered, to the Holder, registered in such name or names as the Holder            may direct, a certificate or certificates for the number of whole shares of Common            Stock into which the Series V Preferred Stock has been converted. In the alternative,            if the Corporation’s Transfer Agent is a participant in the electronic book            transfer program, the Transfer Agent shall credit such aggregate number of shares of            Common Stock to which the Holder shall be entitled to the Holder’s or its            designee’s balance account with The Depository Trust Corporation. Such conversion            shall be deemed to have been effected, and the “Conversion Date” shall be            deemed to have occurred, on the date on which such Conversion Notice shall have been            received by the Corporation and at the time specified stated in such Conversion Notice,            which must be during the calendar day of such notice. The rights of the Holder of the            Series V Preferred Stock shall cease, and the person or persons in whose name or names            any certificate or certificates for shares of Common Stock shall be issuable upon such            conversion shall be deemed to have become the holder or holders of record of the shares            represented thereby, on the Conversion Date. Issuance of shares of Common Stock            issuable upon conversion that are requested to be registered in a name other than that            of the registered Holder shall be subject to compliance with all applicable federal and            state securities laws.

 

Fractional Shares. The Corporation shall            not, nor shall it cause the Transfer Agent to, issue any fraction of a share of Common            Stock upon any conversion. All shares of Common Stock (including fractions thereof)            issuable upon conversion of shares of Series V Preferred Stock by the Holder shall be            aggregated for purposes of determining whether the conversion would result in the            issuance of a fraction of a share of Common Stock. If, after such aggregation, the            issuance would result in the issuance of a fraction of a share of Common Stock, the            Corporation shall round, or cause the Transfer Agent to round, such fraction of a share            of Common Stock up to the nearest whole share.

 

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No Reissuance of Series V Preferred Stock.            Shares of Series V Preferred Stock that are converted into shares of Common Stock as            provided herein shall not be reissued.

             

Vote to Change the Terms of or Issue Series V Preferred            Stock. The affirmative vote at a meeting duly called for such            purpose, or the written consent without a meeting, of the holders of not less than            fifty-one percent (51%) of the then outstanding shares of Series V Preferred Stock            shall be required for (i) any change to the Corporation’s Articles of            Incorporation that would amend, alter, change or repeal any of the preferences,            limitations or relative rights of the Series V Preferred Stock, or (ii) any issuance of            additional shares of Series V Preferred Stock.

 

Notices. In case at any time:

 

(a)          the Corporation shall offer for subscription pro rata to the holders of            its Common Stock any additional shares of stock of any class or other rights;            or

 
|   | (b) | there shall be any Organic Change; |
|--------|-----|------------------------------------|

 

then, in any one or more of such cases, the Corporation shall give, by            first class mail, postage prepaid, or by facsimile or by recognized overnight delivery            service to non-U.S. residents, addressed to the Registered Holders of the Series V            Preferred Stock at the address of each such Holder as shown on the books of the            Corporation, (i) at least twenty (20) Trading Days prior written notice of the date on            which the books of the Corporation shall close or a record shall be taken for such            subscription rights or for determining rights to vote in respect of any such Organic            Change and (ii) in the case of any such Organic Change, at least twenty (20) Trading            Days’ prior written notice of the date when the same shall take place. Such            notice in accordance with the foregoing clause (i) shall also specify, in the case of            any such subscription rights, the date on which the holders of Common Stock shall be            entitled thereto, and such notice in accordance with clause (ii) shall also specify the            date on which the holders of Common Stock shall be entitled to exchange their Common            Stock for securities or other property deliverable upon such Organic Change.

 

Record Owner. The Corporation may deem the            person in whose name shares of Series V Preferred Stock shall be registered upon the            registry books of the Corporation to be, and may treat him as, the absolute owner of            the Series V Preferred Stock for the purposes of conversion and for all other purposes,            and the Corporation shall not be affected by any notice to the contrary. All such            payments and such conversion shall be valid and effective to satisfy and discharge the            liabilities arising under this Certificate of Designations to the extent of the sum or            sums so paid or the conversion so made.

 

Register. The Corporation shall maintain a            transfer agent, which may be the transfer agent for the Common Stock or the Corporation            itself, for the registration of the Series V Preferred Stock. Upon any transfer of            shares of Series V Preferred Stock in accordance with the provisions hereof, the            Corporation shall register or cause the transfer agent to register such transfer on the            Stock Register.

 

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**ARTICLE 4**

**SHAREHOLDERS’ RESTRICTIVE AGREEMENT**

 

Shares of stock of this Corporation may be subject to a            Shareholders’ Restrictive Agreement containing numerous restrictions on the            rights of shareholders of the Corporation and transferability of the shares of stock of            the Corporation. A copy of the Shareholders’ Restrictive Agreement, if any, is on            file at the principal office of the Corporation.

 

**ARTICLE 5**

**ACQUISITION OF CONTROLLING INTEREST AND**

**COMBINATIONS WITH INTERESTED STOCKHOLDERS**

 

The Corporation expressly elects to be governed by Florida Revised            Statutes §78.378 to 78.3793, inclusive, and Florida Revised Statutes § 78.411            to 78.444, inclusive, as the same may be in effect from time to time, regarding            acquisition of controlling interest and combinations with interested stockholders,            respectively.

 

**ARTICLE 6**

**TERM OF EXISTENCE**

 

This Corporation shall have perpetual existence.

 

**ARTICLE 7**

**REGISTERED OWNER(S)**

 

The Corporation, to the extent permitted by law, shall be entitled to            treat each “Stockholder of Record” as defined in Florida Revised Statutes            §78.010  1(j) as the same may be amended from time to time as the owner            thereto, for all purposes, and except as may be agreed in writing by the Corporation,            the Corporation shall not be bound to recognize any equitable or other claim to, or            interest in such share or right on the part of any other person, whether or not the            Corporation shall have notice thereof.

 

**ARTICLE 8**

**BYLAWS**

 

The Board of Director(s) of the Corporation shall have exclusive power,            without the assent or vote of the shareholders, to adopt, amend or repeal the Bylaws of            the Corporation, but the affirmative vote of a number of Directors equal to a majority            of the number who would constitute a full Board of Director(s) at the time of such            action shall be necessary to take any action for the adoption, amendment or repeal of            the Bylaws.

 

**ARTICLE 9**

**AMENDMENT**

 

 

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The Corporation reserves the right to amend, alter, change or repeal any            provision contained in these Articles of Incorporation, or in any amendment hereto, or            to add any provision to these Articles of Incorporation or to any amendment hereto, in            any manner now or hereafter prescribed or permitted by the applicable provisions of            Florida Revised Statutes §78.010 et seq. as the same may be in effect from time to            time, and all rights conferred upon shareholders in these Articles of Incorporation or            any amendment hereto are granted subject to this reservation.

 

**ARTICLE 10**

**LIMITATION OF LIABILITY**

 

No director or officer of the Corporation shall be individually liable            to the Corporation or its stockholders or creditors for any damages as a result of any            act or failure to act in his or her capacity as a director or officer except to the            extent that Florida law, as the same may be in effect from time to time, provides that            such liability may not be eliminated. Any repeal or modification of this Article 10            shall not adversely affect any right or protection of a director or officer under this            Article 10, as in effect immediately prior to such repeal or modification, with respect            to any liability that would have accrued, but for this Article 10, prior to such repeal            or modification.

 

**ARTICLE 11**

**INDEMNIFICATION**

 

The Corporation shall, to the fullest extent permitted by Florida law as            the same may be in effect from time to time, indemnify any person against all liability            and expense (including attorneys’ fees) incurred by reason of the fact that he or            she is or was a director or officer of the Corporation or, while serving as a director            or officer of the Corporation, he or she is or was serving at the request of the            Corporation as a director, officer, partner or trustee of, or in any similar managerial            or fiduciary position of, or as an employee or agent of, another corporation,            partnership, joint venture, trust, association or other entity. Expenses (including            attorneys’ fees) incurred in defending an action, suit or proceeding may be paid            by the Corporation in advance of the final disposition of such action, suit or            proceeding to the full extent and under the circumstances permitted by Florida law. The            Corporation may purchase and maintain insurance on behalf of any person who is or was a            director, officer, employee, fiduciary or agent of the Corporation against any            liability asserted against and incurred by such person in any such capacity or arising            out of such person’s position, whether or not the Corporation would have the            power to indemnify against such liability under the provisions of this Article 11. The            indemnification provided by this Article 11 shall not be deemed exclusive of any other            rights to which those indemnified may be entitled under these Articles of            Incorporation, any bylaw, agreement, vote of stockholders or disinterested directors,            statute or otherwise, and shall inure to the benefit of their heirs, executors and            administrators. The provisions of this Article 11 shall not be deemed to preclude the            Corporation from indemnifying other persons from similar or other expenses and            liabilities as the Board of Directors or the stockholders may determine in a specific            instance or by resolution of general application.

 

 

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**ARTICLE 12**

**ELECTION OF DIRECTORS**

 

(1)          Number of Directors. The number of            directors of the Corporation shall be fixed from time to time in the manner provided in            the bylaws and may be increased or decreased from time to time in the manner provided            in the bylaws of the Corporation.

 

(2)          Election of            Directors.                Election of directors need not be by written ballot except and to the            extent provided in the bylaws of the Corporation.

 

(3)          Quorum. A quorum of the Board of Directors            for the transaction of business shall consist of not less than a majority of the total            number of directors, except as may be provided in the bylaws with respect to filling            vacancies.

 

**ARTICLE 13**

**INTERESTED DIRECTORS OR OFFICERS**

 

The Corporation shall have authority, to the fullest extent now or            hereafter permitted by Florida Revised Statutes §78.140 as the same may be in            effect from time to time, to enter into any contract or transaction with one or more of            its directors or officers, or with any corporation, partnership, joint venture, trust,            association or other entity in which one or more of its directors or officers are            directors or officers, or have a financial interest, notwithstanding such relationships            and notwithstanding the fact that the director or officer is present at or participates            in the meeting of the Board of Directors or committee thereof which authorizes the            contract or transaction.

 

2.            These Amended and Restated Articles of Incorporation have been duly            adopted in accordance with the provisions of Florida Revised Statutes §78.390 and            §78.403.

 

3.            The Capital of the Corporation will not be reduced under or by reason of            any amendment herein certified.

 

IN WITNESS WHEREOF, Cargo Connection Logistics Holding, Inc. has caused            these Amended and Restated Articles of Incorporation to be signed by its Secretary this            6th day of November, 2006.

 

 
|   |   |   | /s/ Scott Goodman      |
|--------|--------|--------|------------------------|
|        |   |   | Scott GoodmanSecretary |
|   |   |   |                   |

 

 

 

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