EXHIBIT 4.1

                           CERTIFICATE OF DESIGNATIONS
                              RIGHTS AND PRFERENCES
               OF SERIES D REDEEMABLE CONVERTIBLE PREFERRED STOCK

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                          CERTIFICATE OF DESIGNATIONS,

                             RIGHTS AND PREFERENCES

                                       OF

                 SERIES D REDEEMABLE CONVERTIBLE PREFERRED STOCK

                   (Pursuant to Section 151(g) of the General
                    Corporation Law of the State of Delaware)

     We, the undersigned duly authorized officers of AVITAR, INC., a corporation
organized  and  existing  under  the laws of the  State of  Delaware,  do hereby
certify that:

     A)  AVITAR,  INC. ( the  "Corporation")  was  incorporated  in the State of
Delaware on November 20, 1986.

     B) Pursuant to the authority  conferred  upon the Board of Directors of the
Corporation  (the "Board of Directors")  by the provisions of the  Corporation's
Certificate of Incorporation,  as amended (the "Certificate of  Incorporation"),
and the provisions of Sections 141 and 151 of the General Corporation Law of the
State of  Delaware,  the  Board of  Directors  has duly  adopted  the  following
recitals and  resolutions,  which are not in conflict with any provisions of the
Certificate of Incorporation  or the  Corporation's  By-Laws,  setting forth the
number,  terms,  designations,  relative  rights,  preferences,  privileges  and
restrictions of a series of Preferred  Stock,  par value $0.01 per share, of the
Corporation.

     WHEREAS,  the Certificate of  Incorporation  provides for a class of shares
known as Preferred Stock, consisting of 5,000,000 shares;

     WHEREAS,  the  Certificate  of  Incorporation  authorizes  the  issuance of
Preferred Stock from time to time in one or more series and authorizes the Board
of Directors to (a) determine or alter the rights,  preferences,  privileges and
restrictions  granted to or imposed upon any wholly unissued series of Preferred
Stock,  (b)  fix  the  number  of  shares   constituting  any  such  series  and
(c)determine the designation thereof; and

     WHEREAS,  the Corporation plans to issue a fourth series of Preferred Stock
and the Board of Directors desires to determine and fix the rights,  privileges,
and  restrictions  relating to this series of Preferred  Stock and the number of
shares constituting, and the designation of, such series.

     NOW,  THEREFORE,  BE IT  RESOLVED,  that  the  Board  of  Directors  hereby
determines and fixes the designations of, the number of shares constituting, and
the rights,  preferences,  privileges  and  restrictions  relating  to, a fourth
series of Preferred Stock, as follows:

     1.  Designation.  142,000  shares of  Preferred  Stock shall be  designated
hereby  as  "Series  D  Redeemable  Convertible  Preferred  Stock"  (hereinafter
referred  to as the "Series D Preferred  Stock")  with the rights,  preferences,
privileges and restrictions specified herein.

     2. Voting Rights.  On all matters submitted to a vote of the holders of the
Corporation's  common stock, par value $0.01 per share (the "Common Stock),  the
holders of Series D Preferred  Stock shall be entitled to exercise  one vote per
share of the Common Stock underlying the Series D Preferred Stock.

     3. Liquidation Preference.

          A. The  Series D  Preferred  Stock and all other  preferred  stock are
     senior to the Common Stock. Upon any voluntary or involuntary  liquidation,
     dissolution or winding-up of the Company, the holders of Series D Preferred
     Stock shall be  entitled  to receive  out of the assets of the  Corporation
     which remain after satisfaction in full of all valid claims of creditors of
     the Corporation, liquidating distributions of an amount per share of Series
     D  Preferred  Stock  equal to the amount  per share for Series D  Preferred
     Stock paid by the holder when making the investment.  If these  liquidation
     distributions  are not paid in full,  the holders of the Series D Preferred
     Stock shall share  ratably in any  distribution  of assets in proportion to
     the full respective preferential amount to which they are entitled.

          B. The merger or  consolidation  of the  Corporation  with or into any
     other  corporation and the sale or transfer of all or substantially  all of
     the  assets  of  the  Corporation  shall  be  deemed  to be a  dissolution,
     liquidation  or  winding-up  of the  Corporation  for the  purposes of this
     Section 3.

          C.  Written  notices  of any  voluntary  liquidation,  dissolution  or
     winding-up of the Corporation,  stating the payment date or dates when, and
     the place or places where, the amounts distributable to holders of Series D
     Preferred Stock in such circumstances  shall be payable,  shall be given by
     certified mail, postage pre-paid,  mailed not less than ten (10) days prior
     to any payment stated therein,  to the holders of Series D Preferred Stock,
     at the address shown on the books of the  Corporation or any transfer agent
     for the Series D Preferred Stock.

          D. The  Corporation may issue shares of its Preferred Stock which have
     liquidation, dividend, voting, and/or redemption rights which are senior or
     junior to, or pari passu with, the Series D Preferred  Stock.  For a period
     of one year from the date of  original  issuance  of the Series D Preferred
     Stock,  no shares or debt  convertible  into shares of Common Stock or debt
     with  rights or  options  to  acquire  shares of Common  Stock  ranking  in
     priority to the Series D Preferred  Stock may be issued without  consent of
     the holders of the Series D Preferred Stock.


     4. Conversion.

     A. A holder of Series D  Preferred  Stock  shall be  entitled,  at any time
prior to the close of  business  on any date  fixed for the  redemption  of such
shares  pursuant  to  Section  6 hereof,  to cause any or all such  shares to be
converted (the  "Conversion")  into ten shares of Common Stock for each share of
Series D Preferred  Stock (the  "Conversion  Price"),  subject to  adjustment as
provided herein.

     B) The  issuance  by the  Corporation  of shares of Common  Stock  upon any
Conversion  of shares of the Series D Preferred  Stock made at the option of the
holder  thereof,  shall be  effective  the  earlier of (i) the  delivery to such
holder or such  holders'  designee of  certificates  representing  the shares of
Common Stock issued upon Conversion thereof or (ii) the commencement of business
on  the  second   business  day  after  the  surrender  of  the  certificate  or
certificates  for the shares of Series D Preferred  Stock to be converted,  duly
assigned or endorsed for transfer to the  Corporation ( or  accompanied  by duly
executed stock powers  relating  thereto) as provided  hereby.  On and after the
effective  date of any  Conversion,  the converted  shares of Series D Preferred
Stock shall no longer be deemed to be outstanding and all rights whatsoever with
respect thereto shall  terminate,  and the person or persons entitled to receive
the Common Stock issuable upon such Conversion shall be treated for all purposes
as the record  holder or holders of such shares of Common  Stock.  All shares of
Series D  Preferred  Stock upon  Conversion  shall be  restored to the status of
authorized  but unissued  shares of preferred  stock without  designation  as to
Class, and may be issued thereafter.

     C. The Conversion Price shall be subject to adjustment from time to time as
follows:

          (i) If the  Corporation  shall, at any time or from time to time while
     shares of the Series D Preferred Stock shall be outstanding,  (1) subdivide
     its outstanding shares of Common Stock into a greater number of shares, (2)
     combine its  outstanding  shares of Common  Stock into a smaller  number of
     shares or (3) pay a  dividend  (exclusive  of the stock  dividend  provided
     herein), or make a distribution in Common Stock (or securities  convertible
     into or  exchangeable  for shares of Common Stock) to holders of the Common
     Stock or  other  class  or  series  of  capital  stock  of the  Corporation
     convertible  into or  exchangeable  for  shares of Common  Stock,  then the
     Conversion  Price  in  effect  immediately  prior  to such  subdivision  or
     combination,  as the case may be, or  immediately  prior to the record date
     fixed for the  determination  of shareholders  entitled to such dividend or
     distribution,  shall be  increased  or  decreased,  as the case may be,  to
     produce such results as would have been obtained prior to the occurrence of
     such event.  An  adjustment  made  pursuant  hereto shall become  effective
     immediately   after  the  record  date,  in  the  case  of  a  dividend  or
     distribution  payable in Common Stock (or other securities) and immediately
     after the effective date, in the case of a subdivision or combination.

          (ii) If the Corporation  shall, at any time or from time to time while
     shares of Series D  Preferred  Stock  shall be  outstanding,  sell or issue
     rights, options, warrants or convertible securities containing the right to
     subscribe for or purchase  shares of Common Stock at a purchase  price less
     than the 90% of the  Conversion  Price (i.e. 9% of the amount  invested per
     share for Series D Preferred  Stock),  then the Conversion  Price in effect
     immediately  prior to such event shall be reduced by an amount equal to the
     quotient determined by dividing:

               (a) an amount  equal to the sum of (x) the  product  of the total
          number of shares of Common Stock outstanding  immediately prior to the
          date of such sale or issuance  of such  rights,  options,  warrants or
          convertible  securities and the Conversion Price in effect immediately
          prior to such sale or issuance,  plus (y) the aggregate  consideration
          (if  non-cash  consideration,  the fair market value of which shall be
          determined by the Board of Directors in its good faith  judgment),  if
          any, received by the Corporation upon such sale or issuance; by

               (b) the  total  number of  shares  of  Common  Stock  outstanding
          immediately after such sale or issuance.

          (iii) Whenever any adjustment is made in the Conversion Price pursuant
     to the foregoing  provisions (i) or (ii), the Corporation shall, as soon as
     reasonably practicable thereafter, prepare a written statement signed by an
     executive officer of the Corporation  setting forth the adjusted Conversion
     Price, determined as provided herein, and , in reasonable detail, the facts
     requiring such adjustment. The Corporation shall mail such statement to all
     holders of record of shares of Series D Preferred Stock at their respective
     addresses appearing on the stock records of the Corporation.

     D. The Corporation shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for issuance upon the Conversion of
shares of Series D Preferred Stock as provided herein,  free from any preemptive
rights,  such  number of shares  of Common  Stock as shall  from time to time be
issuable upon the Conversion of all the shares of Series D Preferred  Stock then
outstanding.

     5. Redemption.

     A. In the event that after one year from the date of issuance,  the average
of the last sales price ten shares of Common  Stock equal or exceeds 300% of the
amount invested per share for Series D Preferred Stock for any (20)  consecutive
trading days  immediately  prior to the date of the notice  discussed in Section
5.B below, the Corporation  shall have the right, at any time, to redeem all, or
any portion of, the outstanding shares of Series D Preferred Stock, at the price
per share paid by the holder  upon making the  investment  in Series D Preferred
Stock.  If less than all of the  outstanding  shares of Series D Preferred Stock
shall be redeemed, the Corporation shall redeem a pro rata portion of the shares
of each holder.  From and after the date of redemption of any shares of Series D
Preferred Stock, such shares shall no longer be deemed to be outstanding and all
rights in respect of such shares of Series D Preferred Stock shall cease, except
the right to receive the redemption price.

     B. Notice of any  redemption  made pursuant to this Section 6 shall be sent
to the holders of Series D Preferred  Stock at the address shown on the books of
the  Corporation or any transfer agent for the Series D Preferred Stock by first
class mail, postage prepaid, mailed not less than thirty (30) days' prior to the
redemption date. Each notice shall state (i) the redemption date, (ii) the total
number of shares of Series D Preferred  Stock to be redeemed  and, if fewer than
all the shares held by such holder are to be  redeemed,  the number of shares to
be redeemed  from such holder,  (iii) the  redemption  price,  (iv) the place or
places where  certificates  for such shares are to be surrendered for payment of
the redemption price and (v) Conversion rights of the shares to be redeemed, the
period within which Conversion rights may be exercised, and the Conversion Price
and number of shares of Common  Stock  issuable  upon  Conversion  of a share of
Series D Preferred Stock at the time. Promptly following receipt of such notice,
the  holders of Series D  Preferred  Stock shall  surrender  their  certificates
representing  such  shares to the  Corporation  unless  they  shall  Convert  in
accordance with Sections 4 and 5 hereof.

     6. Pre-emptive  Rights.  The holders of Series D Preferred Stock shall have
no pre-emptive rights.

     7. Stated Capital.  The amount to be capital at all times for each share of
Series D Preferred Stock shall be its par value (i.e., $0.01 per share).

     RESOLVED,  FURTHER,  that the Chairman of the Board/Chief Executive Officer
and the Secretary of the Corporation be, and they are hereby are, authorized and
directed to prepare and file a Certificate  of  Designation  in accordance  with
this resolution and as required by law.

     IN WITNESS  WHEREOF,  we have executed this  Certificate of Designation and
affirm the  foregoing  as true under the  penalties  of perjury this 26th day of
February, 2001.



/s/J.C. LEATHERMAN                         /s/PETER P. PHILDIUS
-------------------                        ------------------------------------
Secretary                                  Chairman of the Board/Chief Executive
                                             Officer