Exhibit
4.1

NITCHES,
INC.
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES A
PREFERRED STOCK

     Pursuant to the provisions of
Section 401 of the General Corporation Law of the State of California, the
undersigned officers of Nitches, Inc. hereinafter (the "Corporation") do hereby
certify as follows:

     1. The name of the Corporation is
Nitches, Inc.

     2. The following is a copy of the
resolutions adopted by the Board of Directors of the Corporation pursuant to the
authority conferred on the Board of Directors of the Corporation (the "Board") by the Articles of Incorporation of the
Corporation and in accordance with Section 202 of the California Corporations
Code, the Board adopted the following resolution establishing a series of eight
thousand eight hundred twenty (8,820) shares of preferred stock of the
Corporation designated as "Series A Preferred Stock." None of the shares of the
class or series has been issued.

     RESOLVED, that pursuant to the
authority conferred on the Board by the Articles of Incorporation, a series of
Preferred Stock of the Corporation is hereby established and created, and that
the designation and number of shares thereof and the voting and other powers,
preferences and relative, participating, optional or other rights of the shares
of such series and the qualifications, limitations and restrictions thereof are
as follows:

Series A Preferred
Stock

     Section 1.
Designation and Amount.

     There shall be a series of Preferred
Stock designated as "Series A Preferred Stock" and the number of shares
constituting such series shall be eight thousand eight hundred twenty (8,820).
Such series is referred to herein as the "Series A Preferred
Stock" and shall have $100.00 par value per share.

     Section 2.
Liquidation Rights.

     In the event of any liquidation,
dissolution, winding up or "Change of Control"
(meaning, for these purposes, any sale, exchange, conveyance or other
disposition of all or substantially all of the assets of the Corporation or of
the outstanding capital stock of the Corporation, or a reorganization or
recapitalization, in a transaction or series of transactions in which more than
50% of the voting power of the Corporation is acquired by persons that are not
then stockholders of the Corporation or affiliates of such stockholders of the
Corporation, whether voluntary or involuntary) (each a "Liquidation Event"), each holder of a share of Series A
Preferred Stock, after provision for the Corporation's debts and other
liabilities, will be entitled to receive the amount of $100.00 per share, plus
any declared and unpaid dividends thereon (collectively, the "Liquidation Amount"), prior to any distributions being
made in respect of any common stock and any shares of any other series or class
of preferred stock of the Corporation, whether presently outstanding or
hereafter issued, except for a class of preferred





stock which, by its
terms, is stated to be senior to or pari passu with the Series A Preferred Stock
as to ranking and liquidation preference. A merger, reorganization or other
transaction will be treated as a Liquidation Event if such results in a Change
of Control, unless the holders of Series A Preferred Stock determine that such
transaction shall not be deemed a Liquidation Event.

     Section 3.
Ranking.

     All shares of Series A Preferred
Stock shall rank as to payment of Liquidation Amount, upon the occurrence of a
Liquidation Event, senior to the common stock and any shares of any other series
or class of preferred stock of the Corporation, whether presently outstanding or
hereafter issued, except for a class of preferred stock which, by its terms, is
stated to be senior to or pari passu with the Series A Preferred Stock as to
ranking and liquidation preference. If upon any Liquidation Event, whether
voluntary or involuntary, the assets to be distributed to the holders of the
Series A Preferred Stock shall be insufficient to permit the payment to such
shareholders of the full Liquidation Amount, then all of the assets of the
Corporation to be distributed shall be so distributed ratably to the holders of
the Series A Preferred Stock on the basis of the respective Liquidation Amounts
of the outstanding shares of Series A Preferred Stock held by such
holders.

     Section 4.
Redemption.

          (a) Optional Redemption. The Corporation shall have the
right, but not the obligation, to purchase, call, redeem or otherwise acquire
for value any or all of the shares of Series A Preferred Stock at any time upon
payment of an amount per share equal to the Liquidation Amount to and including
the date on which the Series A Preferred Stock are to be redeemed. Any partial
redemption shall be made on a pro rate basis. Such right shall be exercised by
providing written notice to any such remaining holders, specifying the number of
shares of Series A Preferred Stock to be redeemed and the date on which such
redemption shall occur, which date shall not be less than forty-five (45) days
following the date the Corporation delivers such notice of exercise. Upon
surrender of each affected holder's shares of Series A Preferred Stock, duly
endorsed, together with such other instruments as the Corporation may reasonably
require to insure that such shares of Series A Preferred Stock are duly and
validly transferred to the Corporation, free of all Liens, the Corporation shall
pay to each surrendering holder an amount in cash or other immediately available
funds equal to the Liquidation Amount multiplied by the number of shares of
Series A Preferred Stock that have been surrendered for redemption for such
holder. For these purposes, "Lien" means any
charge, claim, community or other marital property interest, condition,
equitable interest, lien, option, pledge, security interest, right of first
option, right of first refusal or similar restriction, including any restriction
on use, voting (in the case of any security or equity interest), transfer,
receipt of income or exercise of any other attribute of ownership.

          (b) Available Funds. If the funds of the Corporation
legally available for redemption of shares of Series A Preferred Stock on the
Payment Date are insufficient to redeem all of the shares of Series A Preferred
Stock on such date, or, if the Corporation, for any reason whatsoever, refuses
to redeem all of the shares of Series A Preferred Stock those funds that are
legally available for redemption will be used to redeem the maximum possible
number of shares of Series A Preferred Stock ratably among the holders thereof
on the basis of the aggregate

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Liquidation Amount of
the shares of Series A Preferred Stock held by each such holder as compared to
the aggregate Liquidation Amount of all then-outstanding shares of Series A
Preferred Stock. Shares of Series A Preferred Stock not so redeemed shall
continue to be outstanding. At the earliest time thereafter as additional funds
of the Corporation are legally available for redemption of shares of Series A
Preferred Stock in the manner provided above, such funds will be immediately
used to redeem the balance of the Series A Preferred Stock in accordance with
the preceding sentence.

     Section 5.
Voting Rights.

     Except as otherwise provided by law,
Series A Preferred Stock shall not be entitled to voting rights and shall not be
entitled to vote on matters submitted to a vote of the Corporation's
shareholders. Notwithstanding the foregoing, any amendment to the Certificate of
Incorporation of the Corporation that adversely affects the ranking, dividend
rights, liquidation preference, redemption or voting rights, or Board rights
with respect to the Series A Preferred Stock, or would alter or change any other
powers, preferences or special rights of the Series A Preferred Stock, shall
require the approval of the holders of a majority of the outstanding Series A
Preferred Stock.

     Section 6.
Status of Acquired Shares.

     Shares of Series A Preferred Stock
received upon redemption, purchase or otherwise acquired by the Corporation will
be retired and cancelled restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to class or series, and may
thereafter be issued, but not as shares of Series A Preferred
Stock.

     We further declare under penalty of
perjury under the laws of the State of California that the matters set forth in
this certificate are true and correct and of our own knowledge. Executed at San
Diego, California on January 9, 2006.


	By: 	  /s/ Steven P. Wyandt 
	 	Steven P. Wyandt,
      Chairman 
	 
	 
	By: 	  /s/ Paul M. Wyandt 
	 	Paul M. Wyandt,
      Secretary 




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