Exhibit
4.1


 


CERTIFICATE OF AMENDMENT AND RESTATEMENT

OF

ARTICLES OF INCORPORATION

OF

CASCADE SLED DOG ADVENTURES, INC.


 


Pursuant to and in accordance with provisions of Nevada Revised
Statutes (“NRS”) Section 78.403, the undersigned does hereby
declare and certify that:


 


1.             He
is the duly elected and acting President and Secretary of Cascade Sled Dog
Adventures, Inc., a Nevada corporation (the “Corporation”).


 


2.             He
has been authorized and directed to execute these Amended and Restated Articles
of Incorporation of the Corporation by resolution of the Board of Directors of
the Corporation adopted on August 25, 2004.


 


3.             This
certificate correctly sets forth the text of the Corporation’s Articles of
Incorporation as amended to the date hereof, and the Amended and Restated
Articles of Incorporation of the Corporation are as follows:


 


“Article I.               Name.  The name of the corporation is:


 


Cascade Sled Dog Adventures, Inc.


 


Article II:               Capital Structure.


 


A.            Classes of Stock.


 


1.             Authorized
Shares.  This Corporation is
authorized to issue two classes of shares: 
Common and Preferred.  The number
of Common shares which the Corporation is authorized to issue is two hundred
million (200,000,000), each with a par value of $.001 (“Common Stock”).  The number of Preferred shares which the
Corporation is authorized to issue is ten million (10,000,000), each with a par
value of $.001 (“Preferred Stock”), which Preferred Stock may be issued
in one or more series as may be determined from time to time by the Board of
Directors, each of which series shall be distinctly designated.  The Board of Directors is hereby authorized
to fix or alter the voting rights, designations, powers, preferences and
relative and other special rights, and the qualifications, limitations and
restrictions of any wholly unissued series of Preferred Stock, and the number
of shares of any such series, and to increase or decrease the number of shares
of any such series subsequent to the issue of shares of that series, but not
below the number of shares of such series then outstanding.  In case the number of shares of any series
shall be decreased, the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolution originally fixing
the number of shares of that series.


 

















 


B.            Rights,
Preferences, Privileges and Restrictions of the Series A Redeemable Convertible
Preferred Stock


 


1.             Designation
and Amount.  One million (1,000,000)
shares of the Preferred Stock are hereby designated as Series A Redeemable
Convertible Preferred Stock (the “Series A Preferred Stock”).  Such number of shares may be decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares of Series A Preferred Stock then outstanding or reserved for
issuance.


 


2.             Dividends.  The holders of Series A Preferred Stock
shall be entitled to receive, when, as and if declared, out of the net profits
of the Corporation, dividends at the annual per share rate of eight percent
(8%) of (i) the Series A Preference Price (as defined in Section 3(a)) (as
adjusted for stock splits, stock dividends, stock combinations and other
similar events), minus (ii) the amount of any accrued but unpaid dividends
included in the Series A Preference Price. 
Dividends shall be payable as the Board of Directors (the “Board”) may
determine, before any dividends shall be set apart for or paid upon the
Company’s common stock, $.001 par value per share (“Common Stock”), or any
other capital stock of the Corporation ranking junior in preference to the
Series A Preferred Stock (such stock being referred to hereinafter collectively
as “Junior Stock”).  All dividends
declared upon shares of Series A Preferred Stock shall be declared and paid on
a pro rata basis.


 


(a)           Dividends
on the Series A Preferred Stock shall be cumulative whether or not in any
fiscal year there shall be net profits or surplus available for the payment of
dividends in such fiscal year and shall accrue, without interest, from the
date, of issue and shall be payable, if and when declared, to holders of record
as they appear on the stock books of the Corporation on the date fixed by the
Board for determining the holder entitled thereto (the “Record Date”), which
shall not be more than 60 days or less than 10 days preceding the related
payment date.  No dividends shall be
declared or paid or set apart for payment on any Junior Stock unless dividends
shall also be, or have been, declared or paid, or set apart for payment, on the
outstanding shares of the Series A Preferred Stock including all outstanding
cumulative dividends.


 


(b)           Anything
to the contrary in Section 2(a) above notwithstanding, in the event that,
after declaring dividends on the Series A Preferred Stock as provided in the
first paragraph of this Section 2, the Corporation declares or pays any
dividends upon the Junior Stock (whether payable in cash, securities or other
property), the Corporation shall also declare and pay to the holders of the Series
A Preferred Stock, at the same time that it declares and pays such dividends to
the holders of the Common Stock and/or any other class of stock, the dividends
which would have been declared and paid with respect to the Common Stock
issuable upon conversion of the Series A Preferred Stock had all of the
outstanding Series A Preferred Stock been converted immediately prior to the
record date of such dividend, or if no record date is fixed, the date as of
which the record holders of Junior Stock entitled to such dividends are to be
determined.


 


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3.             Liquidation,
Dissolution or Winding Up.


 


(a)           Liquidation
Preference.  In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary (“Liquidation”), the holders of each share of Series A
Preferred Stock shall be entitled to receive out of the Available Funds, before
any sums shall be paid or any assets distributed among the holders of shares of
Common Stock and any other class of stock of the Corporation ranking junior to
the Series A Preferred Stock, an amount or value (such amount or value
as described immediately below is hereinafter called the “Series A
Preference Price”) equal to nine dollars ($9.00) per share of Series A
Preferred Stock (subject to adjustment if the Series A Preferred Stock of the
Corporation shall be changed into a different number of shares, whether by
recapitalization, reclassification or otherwise, and then and in each such
event the holder of shares of Series A Preferred Stock shall have the right
thereafter to receive upon redemption such same amount aggregately receivable
immediately prior to reorganization, reclassification or other change of the
number of shares of Series A Preferred Stock apportioned among the number of
shares into which such shares of Series A Preferred Stock are changed) plus in
each case, any and all accrued but unpaid dividends on such shares.  If the Available Funds shall be insufficient
to permit the payment in full to all holders of the Series A Preferred Stock
the full amounts (including all dividends accrued and unpaid) to which they
shall be entitled by reason of such Liquidation of the Corporation, then there
shall be paid to the holders of the Series A Preferred Stock in connection with
such Liquidation of the Corporation, an amount equal to the product derived by
multiplying the amount of Available Funds times a fraction, the numerator of
which shall be the full amount to which the holders of the Series A
Preferred Stock shall be entitled by reason of such Liquidation of the
Corporation and the denominator of which shall be the total amount which would
have been distributed by reason of such Liquidation of the Corporation with
respect to the Series A Preferred Stock then outstanding had the Corporation
possessed sufficient assets to pay the maximum amount which the holders of all
such stock would be entitled to receive in connection with such Liquidation of
the Corporation.


 


The voluntary sale, conveyance, lease, exchange or transfer of all or
substantially all the property or assets of the Corporation, or the merger or
consolidation of the Corporation into or with any other corporation, or the
merger of any other corporation into the Corporation, or any purchase of all or
substantially all of the shares of any class or series of stock of the
Corporation, shall not be deemed to be a Liquidation of the Corporation for the
purposes of this Section 3, so long as such transaction does not result in
the issuance or creation of any shares of Preferred Stock of the Corporation,
or of any successor, except any shares of Preferred Stock that rank junior to
the shares of Series A Preferred Stock as to dividends and as to the
distribution of assets upon dissolution, liquidation or winding up.


 


The holder of any shares of Series A Preferred Stock shall not be
entitled to receive any payment of the full balance owed for such shares under
this Section 3 until such holder shall cause to be delivered to the
Corporation (i) the certificate(s) representing such shares of Series A
Preferred Stock (or an affidavit of lost certificate and such other
documentation or assurances as are required by applicable law, in a form
reasonably acceptable to the Corporation) and (ii) transfer instrument(s)
satisfactory to the Corporation and sufficient to transfer such shares of
Series A Preferred Stock to the Corporation free of any adverse interest.  No interest shall accrue on any payment upon
Liquidation after the due date thereof.


 


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After the Series A Preference Price shall have been paid in full to the
holders of the Series A Preferred Stock, or funds necessary for such payment
shall have been set aside by the Corporation in trust for the account of
holders of the Series A Preferred Stock and available for such payment, the
remaining assets of the Corporation available for distribution to shareholders
shall be distributed among the holders of Common Stock and any other class of
stock of the Corporation ranking junior to the Series A Preferred Stock, and
the holders of shares of the Series A Preferred Stock will not be entitled to
any further participation in any distribution of assets by the Corporation.


 


(b)           Property.  Whenever the distribution provided for
herein shall be paid in property other than cash, the value of such
distribution shall be the fair market value of such property as determined in
good faith by the Board of Directors of the Corporation.


 


4.             Series
A Preferred Stock Voting Rights. 
Except as required by the NRS or other applicable law: (i) the holders
of Series A Preferred Stock shall have the same voting rights as the holders of
the Common Stock and shall be entitled to notice of any shareholders’ meetings
in accordance with the Bylaws of the Corporation, and (ii) the holders of
Common Stock and the Series A Preferred Stock shall vote together as a single
class on all matters.  Each holder of
Common Stock shall be entitled to one vote for each share of Common Stock held,
and each holder of Series A Preferred Stock shall be entitled to the number of
votes equal to the number of shares of Common Stock into which such shares of
Series A Preferred Stock could be converted. 
Fractional votes shall not be permitted.  Any fractional voting rights resulting from the above formula
(after aggregating all shares into which shares of Series A Preferred Stock
held by each holder could be converted) shall be rounded to the nearest whole
number (with one-half being rounded upward).


 


5.             Redemption
of Series A Preferred Stock.


 


(a)           Redemption
Right.  Following the completion of
a Qualified Financing (as hereafter defined), each holder of Series A Preferred
Stock shall be entitled to require the Corporation to redeem, in whole or in
part, their shares of Series A Preferred Stock that are beneficially owned by
such holder in accordance with the provisions of this Section 5.  The term “Qualified Financing” means
one or more financing transactions resulting in aggregate gross proceeds to the
Corporation of at least $7,000,000 (which financings may consist of sales of
common stock, preferred stock, convertible debentures or other securities
convertible into the Common Stock or any class or series of Preferred Stock of
the Corporation, or a combination thereof). 
The per share redemption price of the Series A Preferred Stock (the “Per
Share Redemption Price”) for all redemption rights provided for in this
Section 5(a) shall be the Series A Preference Price (as may be adjusted
from time to time) in effect as of the date of the applicable Holder Notice (as
defined in Section 5(b), below).


 


(b)           Mechanics
of Redemption.  Upon the completion
of a Qualified Financing, the Corporation shall deliver to each holder of
record of the Series A Preferred Stock, written notice of the completion of a
Qualified Financing (the “Completion Notice”).  Any holder of Series A Preferred Stock who wishes to exercise its
redemption rights pursuant to this


 


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Section 5 must deliver to the Corporation written notice (the “Holder
Notice”), to the Corporation within ninety (90) days following the date the
Corporation first delivers (by depositing into U.S. Mail or national overnight
courier service) the Completion Notice to the holders of the Series A Preferred
Stock (the “Redemption Period”). 
The Holder Notice shall be delivered to the Corporation’s principal
executive office and shall set forth the name of the record stockholder, the
number of shares of Series A Preferred Stock that the holder elects to redeem,
and payment instructions for payment of the redemption price.  No Holder Notice with respect to any shares
of Series A Preferred Stock can be given prior to the time that such shares of
Series A Preferred Stock are eligible for redemption in accordance with the
provisions of Section 5(a) 
above.  Any premature or late
Holder Notice shall automatically be null and void.  The Corporation shall, within thirty (30) days after receipt of
an appropriate and timely Holder Notice (the “Redemption Deadline”)
deliver to such holder of Series A Preferred Stock the amount equal to the Per
Share Redemption Price multiplied by the number of shares of Series A Preferred
Stock that are being redeemed in United States currency by cash or delivery of
a certified check or bank draft payable to the order of the holder or by wire
transfer to the holder.  Such redemption
shall be deemed to have been made only after both the certificate(s) for the
shares of Series A Preferred Stock to be redeemed (or an appropriate form of
indemnity in the event such certificate(s) are lost or destroyed) have been
surrendered and the Holder Notice is received by the Corporation (the “Redemption
Documents”).  In the event that the
Redemption Notice is sent via facsimile transmission, the Corporation shall be
deemed to have received such Redemption Notice on the first business day on
which such facsimile Redemption Notice is actually received, provided that the
necessary certificates are actually received by the Corporation within three
(3) business days thereafter.


 


6.             Conversion
Rights.  The holders of the Series A
Preferred Stock shall have the following conversion rights:


 


(a)           Right
to Convert.  Subject to and in
compliance with the provisions of this Section 6, any shares of the Series
A Preferred Stock may, at the option of the holder, be converted at any time or
from time to time into fully-paid and nonassessable shares (calculated as to
each conversion to the largest whole share) of Common Stock.  The number of shares of Common Stock to
which a holder of Series A Preferred Stock shall be entitled upon conversion,
subject to the payment of cash in lieu of fractional shares as provided in
Section 6(f), shall be the product obtained by multiplying the applicable Conversion
Rate (determined as provided in Section 6(c)) by the number of shares of
Series A Preferred Stock being converted. 
In accordance with Section 6(e) below, at the time of a holder’s
conversion of any shares of Series A Preferred Stock, any accrued but unpaid
dividends on the shares being converted may be converted into Common Stock at
the Conversion Rate then in effect.


 


(b)           [Reserved]


 


(c)           Conversion
Rate. The conversion rate per share of Series A Preferred Stock in effect
at any time (the “Conversion Rate”) shall be the quotient obtained by
dividing nine dollars ($9.00) by the conversion price, calculated as provided
in Section 6(d) (the “Conversion Price”).


 


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(d)           Conversion
Price.  The Conversion Price shall
be initially nine dollars ($9.00), subject to customary adjustment from time to
time as provided in Section 6(g).


 


(e)           Mechanics
of Conversion.  Each holder of
Series A Preferred Stock who desires to convert the same into shares of Common
Stock, subject to the provisions of this Section 6(e), shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
Corporation or of any transfer agent for the Common Stock, and shall give
written notice to the Corporation at its principal office that such holder
elects to convert the same and shall state therein (i) the number of shares of
Series A Preferred Stock being converted, and (ii) the amount, if any, of
accrued but unpaid dividends that such holder elects to convert into shares of
Common Stock at the Conversion Price then in effect.  Thereupon the Corporation shall promptly issue and deliver at
such office to such holder a certificate or certificates for the number of
shares of Common Stock to which such holder is entitled and shall promptly pay
in cash any accrued but unpaid dividends on the shares of Series A Preferred
Stock being converted (but only to the extent that such holder does not elect
to convert such accrued but unpaid dividends into Common Stock as provided above,
or, if the Corporation is legally or financially unable to pay such dividends
in cash, pay in Common Stock (valued at the Conversion Price then in effect)
all declared but unpaid dividends on the shares being converted.  Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender
of the certificate representing the shares to be converted, and the person
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder of such shares of Common
Stock on such date (the “Conversion Date”).  Notwithstanding anything to the contrary contained herein, the
Conversion Date for any automatic mandatory conversion in accordance with
Section 6(b) above shall not be contingent upon surrender of certificates
representing the surrendered shares and shall be effective fifteen (15) days
following the expiration of the Redemption Period.  The Series A Preferred Stock may be converted in any whole number
multiple of one (1) share.


 


(f)            Cash
in Lieu of Fractional Shares.  No
fractional shares of Common Stock or scrip representing fractional shares shall
be issued upon the conversion of shares of Series A Preferred Stock.  Instead of any fractional shares of Common
Stock which would otherwise be issuable upon conversion of the Series A
Preferred Stock, the Corporation shall pay to the holder of the shares of
Series A Preferred Stock which were converted a cash adjustment in respect and
in lieu of such fractional shares in an amount equal to the same fraction of
the fair market value per share of the Common Stock (as determined in good
faith by the Board of Directors) at the close of business on the Conversion
Date.  The determination as to whether
or not any fractional shares are issuable shall be based upon the total number
of shares of Series A Preferred Stock being converted at any one time by any
holder thereof, not upon each share of Series A Preferred Stock being
converted.


 


(g)           Adjustments
in Certain Customary Events.


 


(i)            Stock
Dividends.  In the event the
Corporation shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation, then and in each such event provision
shall be made so that the holders of the Series A Preferred Stock shall


 


6

















 


receive upon conversion thereof in addition to the number of shares of
Common Stock receivable thereupon, the number of securities of the Corporation
which they would have received had their Series A Preferred Stock been
converted into Common Stock on the date of such event and had they thereafter,
during the period from the date of such event to and including the Conversion
Date (as that term is defined in Section 6(e)), retained such securities
receivable by them as aforesaid during such period, giving application to all
adjustments called for during such period under this Section 6 with respect
to the rights of the holders of the Series A Preferred Stock.


 


(ii)           Recapitalization
or Reclassification.  If the Common
Stock of the Corporation shall be changed into the same or different number of
shares of any class or classes of stock of the Corporation, whether by
recapitalization, reclassification or otherwise, then and in each such event
the holder of shares of Series A Preferred Stock shall have the right
thereafter to convert such shares into the kind and amount of shares of stock
and other securities and property receivable upon such reorganization,
reclassification or other change by holders of the number of shares of Common
Stock into which such shares of Series A Preferred Stock would have been
converted (taking into account all accrued and unpaid dividends and interest
with respect to such Series A Preferred Stock) immediately prior to such
reorganization, reclassification or change, all subject to further adjustment
as provided herein.


 


(iii)          Merger
or Sale of Assets.  If at any time
or from time to time there shall be a merger or consolidation of the
Corporation with or into another corporation (other than a merger which does
not result in any reclassification, conversion, exchange or cancellation of
outstanding shares or Common Stock of the Corporation), or the sale of all or
substantially all of the Corporation’s properties and assets to any other
person followed by a liquidation of the Corporation, then, as a part of such
transaction, provision shall be made so that each holder of a share of Series A
Preferred Stock then outstanding shall have the right thereafter to convert
such shares only into the kind and amount of securities, cash and other
property of the Corporation, or of the successor corporation resulting from
such merger or consolidation, receivable upon such consolidation, merger, sale
or transfer by a holder of the number of shares of Common Stock of the
Corporation into which such share of Series A Preferred Stock might have been
converted immediately prior to such consolidation, merger, sale or transfer,
assuming such holder of Common Stock of the Corporation is not an entity with
which the Corporation consolidated or into which the Corporation merged or
which merged into the Corporation or to which such sale or transfer was made,
as the case may be (a “constituent entity”), or an affiliate of a constituent
entity.  If necessary in any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 6 with respect to the rights of the holders of the Series A
Preferred Stock after such transaction to the end that the provisions of this
Section 6 (including adjustment of the Conversion Price then in effect and
the number of shares issuable upon conversion of the Series A Preferred Stock)
shall be applicable after that event in a manner corresponding as nearly as may
be practicable in relation to any shares of stock or other securities or
property thereafter deliverable on the conversion of the shares.  The above provisions shall similarly apply to
successive consolidations, mergers, sales or transfers.


 


(iv)          Subdivision
and Combination.  In the event that
the outstanding Common Stock shall be subdivided (by stock split or otherwise),
or combined or consolidated, by reclassification or otherwise, into a different
number of shares of Common


 


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Stock, the Conversion Price then in effect and the number of shares of
Common Stock into which a share of Series A Preferred Stock may be converted
shall be adjusted so that the holders of the Series A Preferred Stock shall
have the right to convert each share of Series A Preferred Stock into the
number of shares of Common Stock which such holders would have received upon
such subdivision or combination if such holders had converted such shares into
Common Stock immediately prior to such subdivision or combination.  Any such adjustments shall become effective
at the close of business on the effective date of the subdivision or
combination.


 


(v)           Certificate
as to Adjustments.  In each case of
an adjustment or readjustment of the Conversion Price or Conversion Rate, the
Corporation will furnish each holder of Series A Preferred Stock with a
certificate, executed by the president and chief financial officer of the Corporation
showing such adjustment or readjustment, and stating in detail the facts upon
which such adjustment or readjustment is based.  The Corporation in any such instance may cause its independent
public accountants to confirm the accuracy of such adjustment or
readjustment.  Any adjustment so
confirmed shall be for all purposes hereof conclusively be deemed to be an
appropriate adjustment.


 


(vi)          Inapplicability.  Notwithstanding the forgoing, the provisions
of this Section 6(g) shall not apply to any of the transactions arising
out of or relating to the merger of the Corporation (or its wholly-owned
subsidiaries) with Sunset Brands, Inc. and Low Carb Creations, Inc.


 


(h)           Transfer
Taxes.  The Corporation will pay any
and all documentary stamp or similar issue or transfer taxes payable in respect
of the issue or delivery of shares of Common Stock on conversions of shares of
Series A Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the holder of the shares of Series A
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.


 


(i)            Shares
To Be Validly Issued, etc..  The
Corporation covenants that all shares of Common Stock which may be issued upon
conversions of shares of Series A Preferred Stock will upon issue be duly and
validly issued, fully paid and non-assessable, free of all liens and charges
and not subject to any preemptive rights.


 


(j)            Partial
Conversion.  In the event some but
not all of the shares of Series A Preferred Stock represented by a certificate
or certificates surrendered by a holder are converted, the Corporation shall
execute and deliver to or on the order of the holder, at the expense of the
Corporation, a new certificate representing the number of shares of Series A
Preferred Stock which were not converted.


 


(k)           Reservation
of Common Stock.  The Corporation
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, such


 


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number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of the Series A
Preferred Stock, and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of the Series A Preferred Stock, the Corporation shall
take such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.


 


7.             No
Reissuance of the Series A Preferred Stock.  No share or shares of the Series A Preferred Stock acquired by
the Corporation by reason of redemption, purchase, conversion or otherwise
shall be reissued.  The Corporation may
from time to time take such appropriate corporate action as may be necessary to
reduce the authorized number of shares of the Series A Preferred Stock
accordingly.


 


8.             Notices
of Record Dates.  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 a redemption of their Series A Preferred Stock, to receive any dividend or
other distribution, or to receive any other right, or any capital
reorganization of the Corporation, any reclassification or recapitalization of
the capital stock of the Corporation, any merger or consolidation of the
Corporation, or any transfer of all or substantially all of the assets of the
Corporation to any other corporation, or any other entity or person, or any voluntary
or involuntary dissolution, liquidation or winding up of the Corporation, then
and in each such event the Corporation shall mail or cause to be mailed to each
holder of Series A Preferred Stock a notice specifying (i) the date on which
any such record is to be taken for the purpose of such redemption, dividend,
distribution or right and a description of such dividend, distribution or
right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, (iii) the time, if any, that is to
be fixed, as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding up.  Such notice shall be mailed at least 30 days prior to the date
specified in such notice on which such action is to be taken.


 


9.             Pre-Emptive
Rights.  If the Corporation proposes to offer any shares of its capital
stock (or securities convertible into shares of its capital stock), the holders
of any shares of Series A Preferred Stock then outstanding (each a “Holder”)
shall have the right to purchase such securities on a pro rata basis based on
their relative ownership of the Series A Preferred Stock then outstanding on an
as-if-converted basis.  Each Holder
shall have five (5) business days following delivery to Holder (at such
Holder’s record address on the Series A Preferred Stock books of the
Corporation) of written notice of a proposed offering by the Corporation to
exercise such purchase right by delivering written notice to the Corporation of
such Holder’s irrevocable and binding commitment to purchase such securities on
the terms specified in the offering notice from the Corporation.  Failure of any Holder who elects to exercise
such Holder’s purchase right to pay the purchase price for the securities in
question within three (3) business day following written demand from the
Corporation shall result in a forfeiture of such Holder’s purchase rights with
respect to such offering. The contents of any written notice of a proposed


 


9

















 


offering by the Corporation shall be held in strict confidence by the
Holder and each Holder, as a condition to exercise of such preemptive right,
shall be required to execute, upon request by the Corporation, a
confidentiality agreement in a customary form provided by the Corporation with
respect to the matters described in such written notice.  The rights granted pursuant to this
Section 9 shall not apply to issuances: (i) to employees, directors,
advisors or consultants of the Corporation pursuant to stock option or other
equity incentive plans approved by the Board of the Corporation; (ii) upon the
exercise of options, warrants or other convertible securities or as a result of
any stock split, stock dividend or recapitalization of the Corporation; (iii)
in connection with any business acquisitions, mergers or strategic
partnerships, or (iv) issuance of securities pursuant to any registered public
offering of Common Stock or securities convertible into Common Stock, provided,
however, that the Holders shall have the right to purchase on a pro rata basis
based on their relative ownership of the Series A Preferred Stock then
outstanding on an as-if-converted basis, up to ten (10%) percent of the shares
offered in any such registered offering, which right must be exercised within
twenty (20) days following written notice of any proposed registered
offering.  Notwithstanding anything to
the contrary contained in this Section 9, Holders of a majority of the
then outstanding Series A Preferred Stock may elect to waive the preemptive
rights described in this Section 9 with respect to one or more specific
transactions by the Corporation or may elect to irrevocably waive or terminate
such rights in their entirety.


 


10.           Common
Stock.  All rights accruing to the
outstanding shares of the Corporation not expressly provided for to the
contrary herein shall be vested in the Common Stock.


 


Article III:              Directors and
Officers Liability.


 


A director or officer of the Corporation shall not be personally liable
to this Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, but this Article shall not eliminate or
limit the liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of the law or (ii)
the unlawful payment of dividends.  Any
repeal or modification of this Article by stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.


 


Article IV:              Indemnity


 


Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil or
criminal, administrative or investigative, by the reason of the fact that he or
she, or a person with whom he or she is a legal representative, is or was a
director of the Corporation, or who is serving at the request of the
Corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys’ fees, judgments, fines and
amounts paid or to be paid in a settlement) reasonably incurred or suffered by
him or her in connection therewith. 
Such right of indemnification shall be a contract right which may be
enforced in any manner


 


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desired by such person.  The
expenses of officers and directors incurred in defending a civil suit or
proceeding must be paid by the Corporation as incurred and in advance of the
final disposition of the action, suit or proceeding, under receipt of an
undertaking by and on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he or she
is not entitled to be indemnified by the Corporation.  Such right of indemnification shall not be exclusive of any other
right such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their right under this article.


 


Without limiting the applicability of the foregoing, the Board of
Directors may adopt Bylaws from time to time to provide at all times the
fullest indemnification permitted by the laws of the State of Nevada, and may
cause the Corporation to purchase or maintain insurance on behalf of any person
who is or was a director or officer of the Corporation.”


 


4.             The
foregoing Amended and Restated Articles of Incorporation have been duly
approved by the Board of Directors of this Corporation.


 


5.             The foregoing Amended and Restated
Articles of Incorporation have been duly approved by the required vote of
shareholders in accordance with Section 78.390 of the NRS.  The total number of outstanding shares of
the Corporation is 5,045,658 shares of Common Stock.  The number of shares voting in favor of the amendments equaled or
exceeded the vote required.  The
percentage vote required was more than 50% of the outstanding Common Stock
voting as a single class.


 


[Signature
page follows]


 


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IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment and Restatement of Articles of Incorporation of Cascade Sled Dog
Adventures, Inc. to be executed in his above-referenced capacities as of the
25th day of August, 2004.


 


 


	
   

  	
    /s/ Rowland W. Day II

  
	
   

  	
  Rowland W. Day, President and Secretary

  



 


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