Certificate of Designation


    EXHIBIT
      4.2

    


    


    


    CERTIFICATE

    OF

    DESIGNATION,
      NUMBER, POWERS, PREFERENCES, AND RELATIVE,

    PARTICIPATING,
      OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE

    QUALIFICATIONS,
      LIMITATIONS, RESTRICTIONS, AND OTHER

    DISTINGUISHING
      CHARACTERISTICS OF SERIES "A" PREFERRED

    STOCK
      OF

    


    VIPER
      NETWORKS, INC.

    (Incorporated
      under the laws of the State of Nevada)

    


    


    It
      is
      hereby certified that:

    


    1.
      The name
      of this company is Viper Networks, Inc. (herein called, the
      "Corporation").

    


    2.
      The
      Articles of Incorporation of the Company authorizes the issuance of ten million
      one hundred thousand (10,100,000) Shares of Preferred Stock of a par value
      of
      $0.001 each and expressly vests in the Board of Directors of the Company the
      authority provided therein to issue any and all of said Shares in one or more
      series and by resolution or resolutions, the designation, number, full or
      limited voting powers, or the denial of voting powers, preferences, and
      relative, participating, optional, and other special rights and qualifications,
      limitations, restrictions, and other distinguishing characteristics of each
      series to be issued.

    


    3.
      The
      Board of Directors of the Company, pursuant to the authority expressly vested
      in
      it aforesaid, has adopted the following resolution creating a Series "A" issue
      of Preferred Stock:

    


    RESOLVED:
      That in accordance with the Nevada General Corporation Law of the State of
      Nevada, this Board of Directors hereby adopts the following resolution: That
      3,000,000 Shares of the preferred stock (par value $0.001) authorized to be
      issued by this corporation pursuant to Article Fourth of its Articles of
      Incorporation be and hereby are authorized and created a series of preferred
      stock, hereby designated as the Series A Preferred Stock and shall have the
      voting powers, designations, preferences and relative participating, optional,
      or other rights, if any, or the qualifications, limitations, or restrictions,
      set forth in Article Fourth of such Articles of Incorporation, and in addition
      thereto, those following:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (a)
      DESIGNATION.
      The
      preferred stock subject hereof shall be designated Series A Preferred Stock.
      

    


    (b)
      DIVIDENDS.
      The
      Series A Preferred Stock shall be entitled to receive cash dividends from funds
      legally available therefore as and when declared by the Board of Directors
      at
      such time or times when dividends are declared on the Company’s common
      stock.

    


    (c)
      LIQUIDATION
      RIGHTS.
      In the
      event of any consolidation or merger of the Corporation which is in the nature
      of the winding up of the Corporation's business or sale of all or substantially
      all of the Company’s assets (a "Liquidation"), each holder of record of shares
      of Series A Preferred Stock shall be entitled to be paid in Common Stock, in
      respect of each such share the amount of ten (10) shares of the Company’s common
      stock (par value $0.001) up to the date of such Liquidation (whether or not,
      to
      the extent permitted by law, the Company shall have surplus or earnings
      available for dividends), and no more.

    


    (d)
      CONVERSION.
      Each of
      the shares of the Series A Preferred Stock shall be automatically converted
      into
      ten (10) shares of the Company’s common stock within thirty (30) days after the
      first date at which: (1) the Company shall have sufficient authorized but
      unissued shares of its common stock available for the conversion of all Series
      A
      Preferred Stock then outstanding; and (2) upon any reasonable notice to all
      of
      the holders of the Series A Preferred Stock. 

    


    (e)
      REDEMPTION.
      The
      Company shall have no right to call or redeem the Series A Preferred Stock
      at
      any time.

     

    (f)
      VOTING
      RIGHTS.
      Except as
      otherwise provided by law, each share of the Series A Preferred Stock shall
      be
      entitled, on all matters on which any of the shareholders are required or
      permitted to vote, to one hundred forty (140) votes per share. And except as
      provided expressly herein or as required by law, the holders of the Series
      A
      Preferred Stock shall vote together with the Common Stock shareholders and
      not
      as a separate class. So long as any shares of the Series A Preferred Stock
      remain outstanding, the Company shall not, without first obtaining the approval
      (by vote or written consent) of the holders of at least a majority of the total
      number of shares of the Series A Preferred Stock then outstanding voting
      separately as a class, alter or change, in any material respect, the rights,
      preferences or privileges or the restrictions of the shares of the Series A
      Preferred Stock whether by amendment of the Company’s Certificate of Designation
      of Preferences or otherwise. At any meeting at which the holders of the Series
      A
      Preferred Stock are entitled to vote as a class pursuant to this provision,
      the
      holders of a majority of all outstanding shares of Series A Preferred Stock,
      present in person (including, any person present via telephone) or represented
      by proxy, shall be necessary to constitute a quorum.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (g)
      NOTICE.
      Except as
      otherwise provided herein, any notice required to be given to the Company or
      holders of the Series A Preferred Stock shall be given in person, transmitted
      by
      e-mail, delivered by a recognized national overnight express delivery service
      or
      sent by United States mail (certified or registered air mail for addresses
      outside of the continental United States), return receipt requested, postage
      prepaid and addressed to the corporation at its principal office and to each
      holder of record at his address as it appears on the books of the corporation.
      Except as otherwise provided herein, any notice so given shall be deemed
      delivered upon the earlier of (i) actual receipt; (ii) receipt by sender of
      a
      confirmed receipt of e-mailed notice; (iii) two business days after delivery
      of
      such overnight express service; or (iv) five business days after deposit in
      the
      United States mail.

    


    Signed
      and
      attested to on August 7, 2006

    


    


    


                                                                                                                          
        /s/ Farid Shouekani

                                                     Farid
      Shouekani

                                                     President

    


    


    /s/
      Paul E. Atkiss

    Paul
      E.
      Atkiss

    Secretary

     

     

     

    
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