EXHIBIT 4.1
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                               ENTECH SOLAR, INC.

                          CERTIFICATE OF DESIGNATIONS
                     OF PREFERENCES, RIGHTS AND LIMITATIONS
                                       OF
                            SERIES G PREFERRED STOCK

           The undersigned, Sandra J. Martin, hereby certifies that:

     1.    She is the Chief Financial Officer of Entech Solar, Inc., a Delaware
corporation (the "Corporation").
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     2.    The Corporation is authorized to issue 10,000,000 shares of preferred
stock, of which 66,667 shares of Series A Preferred Stock, 611,111 shares of
Series B Preferred Stock, 750,000 shares of Series C Preferred Stock, 8,000,000
shares of Series D Preferred Stock, 19,700 shares of Series E Preferred Stock,
and 20,000 shares of Series F Preferred Stock have been designated and
authorized and of which no shares of Series A Preferred Stock, 611,111 shares of
Series B Preferred Stock, no shares of Series C Preferred Stock, 4,892,857
shares of Series D Preferred Stock, no shares of Series E Preferred Stock, and
no shares of Series F Preferred Stock are currently issued and outstanding.


     3.     The following resolutions were duly adopted by the Board of
Directors:

     WHEREAS, the Certificate of Incorporation of the Corporation provides for a
class of its authorized stock known as preferred stock, comprised of 10,000,000
shares, $0.01 par value per share (the "Preferred Stock"), issuable from time to
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time in one or more series;

     WHEREAS, the Board of Directors of the Corporation is authorized to fix the
dividend rights, dividend rate, voting rights, conversion rights, rights and
terms of redemption and liquidation preferences of any wholly unissued series of
Preferred Stock and the number of shares constituting any series and the
designation thereof, of any of them; and

     WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to its authority as aforesaid, to fix the rights, preferences,
restrictions and other matters relating to a series of Preferred Stock, which
shall consist of up to 1,000 shares of the Preferred Stock which the Corporation
has the authority to issue, with face value of $10,000.00 per share, as follows:

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby
provide for the issuance of a series of Preferred Stock for cash or exchange of
other securities, rights or property and does hereby fix and determine the
rights, preferences, restrictions and other matters relating to such series of
Preferred Stock as follows:


                            TERMS OF PREFERRED STOCK

1.     Designation, Amount and Par Value.  The series of Preferred Stock shall
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be designated as the Corporation's Series G Preferred Stock (the "Series G
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Preferred Stock") and the number of shares so designated shall be 1,000 (which
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shall not be subject to increase without any consent of the holders of the
Series G  Preferred Stock (each a "Holder" and collectively, the "Holders") that
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may be required by applicable law.  Each share of Series G Preferred Stock
shall have a par value of $0.01 per share.

2.     Ranking and Voting.
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       a.     Ranking.  The Series G Preferred Stock shall, with respect to
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dividend rights and rights upon liquidation, winding-up or dissolution, rank:
(i) senior to the Corporation's common stock, par value $0.001 per share
("Common Stock"), and any other class or series of preferred stock of the
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Corporation except as set forth in clause (ii) below (collectively, together
with any warrants, rights, calls or options exercisable for or convertible into
such Preferred Stock, the "Junior Securities"); and (ii) junior to the Series D
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Preferred Stock and all existing and future indebtedness of the Corporation.

       b.     Voting.  Except as required by applicable law or as set forth
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herein, the holders of shares of Series G Preferred Stock will have no right to
vote on any matters, questions or proceedings of this Corporation including,
without limitation, the election of directors.

3.     Dividends and Other Distributions.  Commencing on the date of the
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issuance of any such shares of Series G Preferred Stock (each respectively an
"Issuance Date"), Holders of Series G Preferred Stock shall be entitled to
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receive annual dividends on each outstanding share of Series G Preferred Stock
("Dividends"), which shall accrue in shares of Series G Preferred Stock at a
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rate equal to 10.0% per annum from the Issuance Date.  Accrued Dividends shall
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be payable upon redemption of the Series G Preferred Stock in accordance with
Section 6.
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        a.    Any calculation of the amount of such Dividends payable pursuant
to the provisions of this Section 3 shall be made based on a 365-day year and on
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the number of days actually elapsed during the applicable period, compounded
annually.

        b.    So long as any shares of Series G Preferred Stock are outstanding,
no dividends or other distributions will be paid, declared or set apart with
respect to any Junior Securities.  The Common Stock shall not be redeemed while
the Series G Preferred Stock is outstanding.

4.     Protective Provision.  So long as any shares of Series G Preferred Stock
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are outstanding, the Corporation shall not, without the affirmative approval of
the Holders of a majority of the shares of the Series G Preferred Stock then
outstanding (voting as a class),
(a) alter or change adversely the powers, preferences or rights given to the
Series G Preferred Stock or alter or amend this Certificate of Designations, (b)
authorize or create any class of stock ranking as to distribution of assets upon
a liquidation senior to or otherwise pari passu with the Series G Preferred
Stock, (c) amend its certificate or articles of incorporation, articles of
association, or other charter documents in breach of any of the provisions of
this Certificate of Designations, (d) increase the authorized number of shares
of Series G Preferred Stock, (e) liquidate, dissolve or wind-up the business and
affairs of the Corporation, or effect any Deemed Liquidation Event (as defined
below), or (f) enter into any agreement with respect to the foregoing.


     a.      A "Deemed Liquidation Event" shall mean: (i) a merger or
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consolidation in which the Corporation is a constituent party or a subsidiary of
the Corporation is a constituent party and the Corporation issues shares of its
capital stock pursuant to such merger or consolidation, except any such merger
or consolidation involving the Corporation or a subsidiary in which the shares
of capital stock of the Corporation outstanding immediately prior to such merger
or consolidation continue to represent, or are converted into or exchanged for
shares of capital stock that represent, immediately following such merger or
consolidation, at least a majority, by voting power, of the capital stock of the
surviving or resulting corporation or if the surviving or resulting corporation
is a wholly owned subsidiary of another corporation immediately following such
merger or consolidation, the parent corporation of such surviving or resulting
corporation; or (ii) the sale, lease, transfer, exclusive license or other
disposition, in a single transaction or series of related transactions, by the
Corporation or any subsidiary of the Corporation of all or substantially all the
assets of the Corporation and its subsidiaries taken as a whole, or the sale or
disposition (whether by merger or otherwise) of one or more subsidiaries of the
Corporation if substantially all of the assets of the Corporation and its
subsidiaries taken as a whole are held by such subsidiary or subsidiaries,
except where such sale, lease, transfer, exclusive license or other disposition
is to a wholly owned subsidiary of the Corporation.

     b.     The Corporation shall not have the power to effect a Deemed
Liquidation Event referred to in Section 4(a) unless the agreement or plan of
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merger or consolidation for such transaction provides that the consideration
payable to the stockholders of the Corporation shall be allocated among the
holders of capital stock of the Corporation in accordance with Section 5.
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5.     Liquidation.
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       a.    Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, after payment or provision for payment of
debts and other liabilities of the Corporation, before any distribution or
payment shall be made to the holders of any Junior Securities by reason of their
ownership thereof, the Holders of Series G Preferred Stock shall first be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders an amount with respect to each outstanding
share of Series G Preferred Stock equal to $10,000.00 (the "Original Series G
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Issue Price"), plus any accrued but unpaid Dividends thereon (collectively, the
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"Series G Liquidation Value").  If, upon any liquidation, dissolution or winding
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up of the Corporation, whether voluntary or involuntary, the amounts payable
with respect to the shares of Series G Preferred Stock are not paid in full, the
holders of shares of Series G Preferred Stock shall share equally and ratably in
any distribution of assets of the Corporation in proportion to the liquidation
preference and an amount equal to all accumulated and unpaid Dividends, if any,
to which each such holder is entitled.

       b.    After payment has been made to the Holders of the Series G
Preferred Stock of the full amount of the Series G Liquidation Value, any
remaining assets of the Corporation shall be distributed among the holders of
the Corporation's Junior Securities in accordance with the Corporation's
Certificates of Designation and Certificate of Incorporation.

       c.    If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation shall be insufficient to make payment
in full to all Holders, then such assets shall be distributed among the Holders
at the time outstanding, ratably in proportion to the full amounts to which
they would otherwise be respectively entitled.

6.     Redemption.
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       a.    Corporation's Redemption Option.  Upon or after the fourth
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anniversary of the initial Issuance Date, the Corporation shall have the right,
at the Corporation's option, to redeem all or a portion of the shares of Series
G Preferred Stock, at a price per share (the "Corporation Redemption Price")
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equal to 100% of the Series G Liquidation Value.


       b.    Early Redemption.  Prior to redemption pursuant to Section 6(a)
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hereof, the Corporation shall have the right, at the Corporation's option, to
redeem all or a portion of the shares of Series G Preferred Stock, at a price
per share equal to: (i) 127% of the Series G Liquidation Value if redeemed on
or after the first anniversary but prior to the second anniversary of the
initial Issuance Date, (ii) 118% of the Series G Liquidation Value if redeemed
on or after the second anniversary but prior to the third anniversary of the
initial Issuance Date, and (iii) 109% of the Series G Liquidation Value if
redeemed on or after the third anniversary but prior to the fourth anniversary
of the initial Issuance Date.


       c.    Mandatory Redemption.  If the Corporation determines to liquidate,
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dissolve or wind-up its business and affairs, or effect any Deemed Liquidation
Event, the Corporation shall redeem the Series G Preferred Stock at the prices
set forth in Section 6(b) including the premium for early redemption set forth
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therein.


       d.    Mechanics of Redemption.  If the Corporation elects to redeem any
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of the Holders' Series G Preferred Stock then outstanding, it shall do so by
delivering written notice thereof via facsimile and overnight courier ("Notice
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of Redemption at Option of Corporation") to each Holder, which Notice of
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Redemption at Option of Corporation shall indicate (A) the number of shares of
Series G Preferred Stock that the Corporation is electing to redeem and (B) the
Corporation Redemption Price (plus the premium for early redemption pursuant to
Section 6(b) if applicable).
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       e.    Payment of Redemption Price.  Upon receipt by any Holder of a
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Notice of Redemption at Option of Corporation, such Holder shall promptly submit
to the Corporation such Holder's Series G Preferred Stock certificates.  Upon
receipt of such Holder's Series G Preferred Stock certificates, the Corporation
shall pay the Corporation Redemption Price (plus the premium for early
redemption pursuant to Section 6(b) if applicable), to such Holder, at the
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Corporation's option either (i) in cash, or (ii) by offset against any
outstanding note payable from Holder to the Corporation that was issued by
Holder in connection with the exercise of warrants by such Holder.


7.     Transferability. The Series G Preferred Stock may only be sold,
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transferred, assigned, pledged or otherwise disposed of ("Transfer") in
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accordance with state and federal securities laws.  The Corporation shall keep
at its principal office, or at the offices of the transfer agent, a register of
the Series G Preferred Stock.  Upon the surrender of any certificate
representing Series G Preferred Stock at such place, the Corporation, at the
request of the record Holder of such certificate, shall execute and deliver (at
the Corporation's expense) a new certificate or certificates in exchange
therefor representing in the aggregate the number of shares represented by the
surrendered certificate.  Each such new certificate shall be registered in such
name and shall represent such number of shares as is requested by the Holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate.

8.     Miscellaneous.
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       a.    Notices.  Any and all notices to the Corporation shall be addressed
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to the Corporation's President or Chief Executive Officer at the Corporation's
principal place of business on file with the Secretary of State of the State of
Delaware.  Any and all notices or other communications or deliveries to be
provided by the Corporation to any Holder hereunder shall be in writing and
delivered personally, by facsimile, sent by a nationally recognized overnight
courier service addressed to each Holder at the facsimile telephone number or
address of such Holder appearing on the books of the Corporation, or if no such
facsimile telephone number or address appears, at the principal place of
business of the Holder. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section 8 prior to 5:30 p.m.
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Eastern time, (ii) the date after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified in this section later than 5:30 p.m. but prior to 11:59 p.m. Eastern
time on such date, (iii) the second business day following the date of mailing,
if sent by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.

       b.    Lost or Mutilated Preferred Stock Certificate.  Upon receipt of
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evidence reasonably satisfactory to the Corporation (an affidavit of the
registered Holder shall be satisfactory) of the ownership and the loss, theft,
destruction or mutilation of any certificate evidencing shares of Series G
Preferred Stock, and in the case of any such loss, theft or destruction upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the Holder is a financial institution or other institutional investor its own
agreement shall be satisfactory) or in the case of any such mutilation upon
surrender of such certificate, the Corporation shall, at its expense, execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.

       c.    Headings.  The headings contained herein are for convenience only,
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do not constitute a part of this Certificate of Designations and shall not be
deemed to limit or affect any of the provisions hereof.

<PAGE>

     RESOLVED, FURTHER, that the chairman, chief executive officer, president or
any vice-president, and the secretary or any assistant secretary, of the
Corporation be and they hereby are authorized and directed to prepare and file a
Designation of Preferences, Rights and Limitations of Series G Preferred Stock
in accordance with the foregoing resolution and the provisions of Delaware law.


IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Designations this 16th day of February, 2010.


By:     /s/ Sandra J. Martin
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       Name:   Sandra J. Martin
       Title:  Chief Financial Officer