Exhibit
        10.1

      SETTING
        FORTH THE PREFERENCES, RIGHTS AND LIMITATIONS OF

      SERIES
        C
        PREFERRED STOCK OF

      TORBAY
        HOLDINGS, INC.

      


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

      


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

      


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

      


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

       

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

      


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

      


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

      


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

       

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


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

      


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

      


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

      


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


      


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

       

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

      


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

      


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

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

      


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

      


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

       

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

      


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

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

       

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

      


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

      


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

      


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

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d) No
        Impairment.
        The
        Corporation will not, by amendment of this Certificate of Designation or
        the
        Certificate of Incorporation of the Corporation or through any reorganization,
        recapitalization, transfer of assets, consolidation, merger, dissolution,
        issue
        or sale of securities or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms to be observed or performed
        hereunder by the Corporation, but will at all times in good faith assist
        in the
        carrying out of all the provisions of this clause and in the taking of all
        such
        action as may be necessary or appropriate in order to protect the conversion
        rights of the holders of Series C Preferred Stock against
        impairment.

      


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

      


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

      


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

      


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

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

      


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

       

      
        	 	 	 
	 	TORBAY
                HOLDINGS,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Richard
                K
                Lauer
	 	
                
Richard
                K Lauer
	 	President




      ATTEST:

      


      
 

      /s/
        Richard K Lauer

      Secretary