EXHIBIT 4.1

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF DESIGNATION FOR

CLASS "A" PREFERRED SHARES

The undersigned, being the President and Chief Executive Officer of New Leaf Brands, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"), in accordance with the Nevada Revised Statutes does hereby certify:

FIRST: the Board of Directors of the Company, in accordance with the Company’s Articles of Incorporation, signed a unanimous written consent whereby resolutions were duly adopted setting forth a proposed amendment of the Certificate of Designation of “Class “A” Preferred Shares (the “Series A Preferred Stock”) in accordance with Section 78.1955 of the Nevada Revised Statues and have been consented to in writing by the holders of a majority of the issued and outstanding shares of the Series A Preferred Stock in accordance with Section 78.320 and written notice has been waived in accordance with Section 78.378.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Designation for the Series A Preferred Stock of the Company, filed with the Nevada Secretary of State on July 18, 1997, shall be amended by changing the terms of conversion in Section 1 so that, as amended, the provision shall be and read as follows:

1.       Conversion.   On or after August 31, 2009, all Class A Preferred Shares issued and outstanding shall automatically convert into the number of shares of common stock of the Company determined by dividing the total number of Class A Preferred Shares held by the holder thereof by 20. In the event the foregoing conversion takes place on a date after August 31, 2009, the conversion shall be deemed effective on August 31, 2009.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of the Certificate of Designation to be executed by its duly authorized officer as of October 20, 2009.