**Exhibit
      4.1**





**CERTIFICATE
      OF CREATION OF**





**SERIES
      A PREFERRED STOCK**





**OF**





**SPECTRASCIENCE,
      INC.**





I,
      James
      Hitchin, Chief Executive Officer of SpectraScience, Inc. a Minnesota corporation
      (the “Company”), do hereby certify that on June 12, 2007, under the authority of
      Article II, Section 2.01 of the Company's Amended and Restated Articles of
      Incorporation, the Board of Directors of the Company unanimously adopted a
      resolution fixing the rights and preferences of 2,250,000 of the Company's
      undesignated shares of capital stock as Series A Preferred Stock, $.01 par
      value, with the preferences, rights and limitations set forth on Exhibit A
      which
      is attached hereto and hereby incorporated herein.





**IN
      WITNESS WHEREOF** ,
      I have
      hereunto subscribed my name as Chief Executive Officer of the Company this
      twelfth day of June, 2007.


James
                Hitchin
              Chief
                Executive Officer


1


EXHIBIT
      A





DESIGNATION
      OF THE RELATIVE RIGHTS


AND
      PREFERENCES OF THE SERIES A PREFERRED STOCK.




DESIGNATION
      AND RANK




SpectraScience,
      Inc. a Minnesota corporation (the “Company”), hereby designates out of its
      authorized, but unissued, shares of preferred stock, a new series of preferred
      stock entitled Series A Preferred Stock, par value $.01 per share (the “Series A
      Preferred Stock”). The maximum number of shares of Series A Preferred Stock
      shall be two million two hundred and fifty thousand (2,250,000) shares. The
      Series A Preferred Stock shall rank, with respect to dividends and rights upon
      liquidation, winding up and dissolution, senior to the Common Stock of the
      Company.




DIVIDENDS




Dividends
      are payable on the Series A Preferred Stock only if, when and in the amount
      declared by the Board of Directors in its sole discretion. If the Company
      declares a dividend or a distribution on any Common Stock of the Company, the
      Company shall pay a dividend or make a distribution on all outstanding shares
      of
      Series A Preferred Stock in an amount per share equal to the maximum amount
      paid
      or set aside for all shares of Common Stock into which each such share of Series
      A Preferred Stock could then be converted (the “Preferred Dividend”). The
      Company shall pay the Preferred Dividend prior to paying a dividend or
      distribution to the holders of Common Stock.




LIQUIDATION
      PREFERENCE




VOTING
      RIGHTS




Each
      holder of Series A Preferred Stock shall be entitled to the number of votes
      equal to the number of shares of Common Stock into which such shares of Series
      A
      Preferred Stock are then convertible and shall have voting rights and powers
      equal to the voting rights and powers of the Common Stock, except as otherwise
      required by Minnesota law or as set forth in this Designation, voting together
      with the Common Stock as a single class. Fractional votes shall not be permitted
      and any fractional voting rights resulting from the conversion of Series A
      Preferred Stock into Common Stock (in the case of each holder, after aggregating
      all fractional shares held by such holder into the maximum number of whole
      shares) shall be rounded to the nearest whole number (with one-half being
      rounded upward). Each holder of Common Stock shall be entitled to one (1) vote
      for each share of Common Stock held. Notwithstanding the foregoing, the holders
      of the Series A Preferred Stock shall vote as a single class to elect one
      director of the Company if on the record date for such election at least five
      hundred thousand (500,000) shares of Series A Preferred Stock are
      outstanding.




CONVERSION




The
      holders of Series A Preferred Stock shall have the following conversion rights
      (the “Conversion Rights”) as defined below:




ANTI-DILUTION
      ADJUSTMENTS




The
      Conversion Price is subject to adjustment as provided in this Section
      6.




2





*Adjustments
      for Subdivision or Combination of Common Stock* .
      In the
      event the outstanding shares of Common Stock shall be subdivided by stock split,
      stock dividend or otherwise into a greater number of shares of Common Stock,
      the
      Conversion Price shall, concurrently within the effectiveness of such
      subdivision, be proportionately decreased. In the event the outstanding shares
      of Common Stock shall be combined or consolidated into a lesser number of shares
      of Common Stock, the Conversion Price shall, concurrently with the effectiveness
      of such combination or consolidation, be proportionately increased.





*Stock
      Dividends and Other Distributions* .
      In the
      event the Company makes, or fixes a record date for the determination of holders
      of Common Stock entitled to receive, any distribution payable in property,
      in
      securities of other persons or of the Company or evidences of indebtedness
      of
      other persons or of the Company, unless otherwise adjusted for in this Section
      6
      or as provided for in Section 2 in connection with a Preferred Dividend, then,
      and in each such event, the holders of Class A Preferred Stock shall receive,
      at
      the time of such distribution, the amount of any such distribution that they
      would have received had their Class A Preferred Stock been converted into Common
      Stock immediately prior to the date of such event.





*Adjustments
      for Reorganization, Reclassification or Similar Events* .
      If the
      Common Stock shall be changed into the same or a different number of shares
      of
      any other class or classes of stock or other securities or property, whether
      by
      capital reorganization, reclassification or otherwise, then each share of Class
      A Preferred Stock shall thereafter be convertible into the number of shares
      of
      stock or other securities or property to which a holder of the number of shares
      of Common Stock of the Company deliverable upon conversion of such shares of
      Class A Preferred Stock shall have been entitled upon such reorganization,
      reclassification or other event.





*Adjustments
      for Diluting Issues* .
      In
      addition to the adjustments to the Conversion Price provided above, the
      Conversion Price shall be further adjusted from time to time as follows (the
      main operative provision hereof is in Section 6(d)(iii) below):





Special
      Definitions:





“ Options ”
shall
      mean rights, options or warrants (other than as excluded by Section 6(d)(i)(D)
      below) to subscribe for, purchase or otherwise acquire either Common Stock
      or
      Convertible Securities (as defined herein).





“ Original
      Issue Date ”
shall
      mean the date of the Closing of a transaction or series of transactions in
      which
      the Company issues shares of Series A Preferred Stock for an aggregate
      consideration of at least $1,000,000.





" Convertible
      Securities ”
shall
      mean securities (other than as excluded by Section 6(d)(i)(D) below)
      convertible, either directly or indirectly, into or exchangeable for Common
      Stock.





“ Additional
      Shares of Common Stock ”
shall
      mean all shares of Common Stock, for which an adjustment under section 6(a)
      has
      already been made, issued (or deemed to be issued) by the Company after the
      Original Issue Date other than the following:





Shares
      of
      Common Stock issued (or deemed to be issued) upon the conversion of any of
      the
      Series A Preferred Stock, or as a dividend or distribution on the Series A
      Preferred Stock;





Shares
      of
      Common Stock issued (or deemed to be issued) upon the conversion of any
      debenture, warrant, option or other convertible security that is outstanding
      as
      of the Original Issue Date or issued in connection with the issuance of the
      Series A Preferred Stock, unless such exercise or conversion price was adjusted
      downward after the issuance of the Series A Preferred Stock;





Shares
      of
      Common Stock issued (or deemed to be issued) upon a stock split, stock dividend
      or other subdivision of shares of Common Stock;




3


Shares
      of
      Common Stock (or options to purchase such shares) issued (or deemed to be
      issued) to employees, consultants or directors pursuant to stock option, stock
      grant, stock purchase or similar plans or arrangements approved by the Company's
      Board of Directors, including the Series A Director;





Deemed
      Issue of Additional Shares of Common Stock .
      Except
      as otherwise provided in Section 6(d), if the Company at any time or from time
      to time after the Original Issue Date shall issue any Options or Convertible
      Securities or shall fix a record date for the determination of any holders
      of
      any class of securities entitled to receive any such Options or Convertible
      Securities, then the maximum number of shares (as set forth in the instrument
      relating thereto without regard to any provisions contained therein for a
      subsequent adjustment of such number) of Common Stock issuable upon the exercise
      of such Options or, in the case of Convertible Securities and Options therefore,
      the conversion or exchange of such Convertible Securities, shall be deemed
      to be
      Additional Shares of Common Stock issued as of the time of such issue or, in
      case such record date shall have been fixed, as of the close of business on
      such
      record date, provided that in any such case in which Additional Shares of Common
      Stock are deemed to be issued:





No
      further adjustment in the Conversion Price shall be made upon the subsequent
      issue of such Convertible Securities or shares of Common Stock upon the exercise
      of such Options or conversion or exchange of such Convertible Securities at
      the
      same exercise, conversion or exchange price or ratio in effect upon the adoption
      of the applicable plan or grant of such Option or Convertible
      Securities;





If
      such
      Options or Convertible Securities by their terms provide, with the passage
      of
      time or otherwise, for any increase or decrease in the consideration payable
      to
      the Company, or increase or decrease in the number of shares of Common Stock
      issuable upon the exercise, conversion or exchange thereof, the Conversion
      Price
      computed upon the original issue thereof or upon the occurrence of a record
      date
      with respect thereto, and any subsequent adjustments based thereon, shall,
      upon
      any such increase or decrease becoming effective, be recomputed to reflect
      such
      increase or decrease;





Upon
      the
      expiration or termination of any such Option or any rights of conversion or
      exchange under such Convertible Securities which shall not have been exercised,
      the Conversion Price computed upon the original issue thereof or upon occurrence
      of a record date with respect thereto, and any subsequent adjustments based
      thereon, shall, upon such expiration:





In
      the
      case of Convertible Securities or Options for Common Stock, be recomputed as
      though the only Additional Shares of Common Stock issued were shares of Common
      Stock, if any, actually issued upon the exercise of such Options or the
      conversion or exchange of such Convertible Securities, and the consideration
      received therefore was the consideration actually received by the Company for
      the issue of all such Options, whether or not exercised, plus the consideration
      actually received by the Company upon such exercise, or for the issue of all
      such Convertible Securities, whether or not converted or exchanged, plus the
      additional consideration, if any, actually received by the Company upon such
      conversion or exchange; and;





In
      the
      case of Options for Convertible Securities, be recomputed as though only the
      Convertible Securities, if any, actually issued upon the exercise thereof were
      issued at the time of issue of such Options and the consideration received by
      the Company for the Additional Shares of Common Stock deemed to have been then
      issued was the consideration actually received by the Company for the issue
      of
      all such Options, whether or not exercised, plus the consideration deemed to
      have been received by the Company upon the issue of the Convertible Securities
      with respect to which such Options were actually exercised.





No
      readjustment pursuant to Section 6(d) shall have the effect of increasing the
      Conversion Price to an amount which exceeds the Conversion Price existing
      immediately prior to the original adjustment with respect to the issuance of
      such Options or Convertible Securities, as adjusted for any Additional Shares
      of
      Common Stock issued (or deemed to be issued) between such original adjustment
      date and such readjustment date; and in
      the
      case of any Option or Convertible Security with respect to which the maximum
      number of shares of Common Stock issuable upon exercise or conversion or
      exchange thereof is not determinable, no adjustment to the Conversion Price
      shall be made until such number becomes determinable.




4





Adjustments
      for Issuance of Additional Shares of Common Stock .
      If the
      Company, at any time after the Original Issue Date, shall issue any Additional
      Shares of Common Stock (otherwise than provided in sections 6(a), 6(b) or 6(c)
      above) at a price per share less than the applicable Conversion Price then
      in
      effect or without consideration, then the applicable Conversion Price upon
      each
      such issuance shall be adjusted to the consideration per share paid for the
      Additional Common Stock.




The
      provisions of Section 6(d)(iii) shall not apply under any of the circumstances
      for which an adjustment is provided in Sections 6(a), 6(b) or 6(c) above. No
      adjustment of the applicable Conversion Price shall be made under this Section
      6(d) upon the issuance of any Additional Shares of Common Stock which are issued
      pursuant to any Options or Convertible Securities if upon the issuance of such
      Options or Convertible Securities (x) any adjustment shall have been made
      pursuant to Section 6(d)(ii) above or (y) no adjustment was required pursuant
      to
      this Section 6(d)(iii). No adjustment of the applicable Conversion Price shall
      be made under this Section 6(d)(iii) in an amount less than $.01 per share,
      but
      any such lesser adjustment shall be carried forward and shall be made at the
      time and together with the next subsequent adjustment, if any, which together
      with any adjustments so carried forward shall amount to $.01 per share or more;
      provided, however, that upon any adjustment of the applicable Conversion Price
      as a result of any dividend or distribution payable in Common Stock or
      Convertible Securities or the reclassification, subdivision or combination
      of
      Common Stock into a greater or smaller number of shares, the foregoing figure
      of
      $.01 per share (or such figure as last adjusted) shall be adjusted (to the
      nearest one-half cent) in proportion to the adjustment in the applicable
      Conversion Price.





Determination
      of Consideration .
      For
      purposes of this Section 6(d), the consideration received by the Company for
      any
      Additional Shares of Common Stock issued (or deemed to be issued) shall be
      computed as follows:




Cash
      and Property .
      Such
      consideration shall:





Insofar
      as it consists of cash, be computed at the aggregate amount of cash received
      by
      the Company;





Insofar
      as it consists of securities and the value of such securities is not
      determinable by reference to a separate agreement, (A) if the securities are
      then traded on a national securities exchange or the Nasdaq Stock Market (or
      a
      similar national quotation system), then the value shall be computed based
      on
      the average of the closing prices of the securities on such exchange or system
      over the thirty (30)-day period ending on the date of receipt by the Company,
      (B) if the securities are actively traded over-the-counter, then the value
      shall
      be computed based on the average of the closing bid prices over the thirty
      (30)
      day ending on the date of receipt by the Company, and (C) if there is no active
      public market, then the value shall be computed based on the fair market value
      thereof on the date of receipt by the Company, as determined in good faith
      by
      the Board of Directors;





Insofar
      as it consists of property other than cash and securities, be computed at the
      fair market value thereof at the time of such issuance, as determined in good
      faith by the Board of Directors; and if
      Additional Shares of Common Stock are issued (or deemed to be issued) together
      with other shares or securities or other assets of the Company for consideration
      which cover both, by the proportion of such consideration so received, computed
      as provided in the immediately preceding Sections 6(d)(iv)(A)(1), 6(d)(iv)(A)(2)
      and 6(d)(iv)(A)(3), as determined in good faith by the Board of
      Directors.





Options
      and Convertible Securities .
      The
      consideration received by the Company for Additional Shares of Common Stock
      deemed to have been issued pursuant to Section 6(d) relating to Option and
      Convertible Securities, shall be the sum of (x) the total amount, if any,
      received or receivable by the Company as consideration for the issue of such
      Options or Convertible Securities, plus (y) the minimum aggregate amount of
      additional consideration (as set forth in the instruments relating thereto,
      without regard to any provision contained therein for a subsequent adjustment
      of
      such consideration) payable to the Company upon the exercise of such Options
      or
      the conversion or exchange of such Convertible Securities, or in the case of
      Options for Convertible Securities, the exercise of such Options for Convertible
      Securities and the conversion or exchange of such Convertible Securities.




5





The
      Conversion Price shall also be subject to adjustment on the date of issuance
      of
      the audited financial statements of the Company for the fiscal year ending
      December 31, 2007, in the event that the gross revenues of the Company for
      the
      fiscal year ended December 31, 2007, excluding grants and other development
      funds, interest income, and other non-operating income, and excluding revenues
      from acquired companies or products, is less than the target revenues set forth
      below:





Target
                Revenue
            
            Adjusted
              Conversion
                Price$6
                million or more
            
            $
            .50At
                least $5 million, but less than $6 million
            
            $
            .37At
                least $4 million, but less than $5 million
            
            $
            .25Less
                than $4 million
            
            $
            .125





*Certificate
      as to Adjustments* .
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price,
      the
      Company, at its expense, shall promptly compute such adjustment or readjustment
      in accordance with the terms hereof and furnish to each holder of Series A
      Preferred Stock a certificate setting forth such adjustment or readjustment
      and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, upon the written request at any time of any holder of Series
      A Preferred Stock, furnish or cause to be furnished to the holder a like
      certificate setting forth (i) such adjustments and readjustments, (ii) the
      Conversion Price at the time in effect, and (iii) the number of shares of Common
      Stock and the amount, if any, of other property which at the time would be
      received upon conversion of the Series A Preferred Stock.





**OTHER
      PROVISIONS**





The
      consent of the holders of 67% of the Series A Preferred Stock voting as a
      separate class shall be required for the Company to take any action that (i)
      alters or changes the rights, preferences or privileges of the Series A
      Preferred Stock, (ii) increases or decreases the authorized number of shares
      of
      capital stock, (iii) creates (by reclassification or otherwise) any new class
      or
      series of shares having rights, preferences or privileges senior to or in parity
      with the Series A Preferred Stock, (iv) results in the redemption of any shares
      of Common Stock (other than pursuant to equity incentive agreements giving
      the
      Company the right to repurchase shares upon the termination of services), (v)
      results in a Change of Control (as defined herein), (vi) amends or waives any
      provisions of the Company’s Articles of Incorporation or Bylaws relative to the
      Series A Preferred Stock, or (vii) results in the payment or declaration of
      any
      dividend on any shares of equity securities. A “Change in Control” shall mean
      the acquisition of the Company by another entity by means of any transaction
      or
      series of related transactions including, without limitation, any
      reorganization, merger or consolidation or sale of all or substantially all
      of
      the assets or shares of stock of the Company (each a “Change of Control”);
      provided, however, that, in each such case, the applicable transaction shall
      not
      be deemed a Change of Control unless the Company’s shareholders of record as
      constituted immediately prior to such transaction (by virtue of shares of the
      Company owned by such shareholders or securities issued solely with respect
      thereto as consideration for the Company’s acquisition or sale or otherwise)
      hold less than 50% of the voting power of the surviving or acquiring
      entity.





No
      shares
      of Series A Preferred Stock acquired by the Company by reason of redemption,
      repurchase, conversion or otherwise shall be reissued as Series A Preferred
      Stock. All such shares shall be cancelled, retired and eliminated from the
      shares of Series A Preferred Stock which the Company shall be authorized to
      issue and shall once again become undesignated shares of the Company’s preferred
      stock under Section 2.1 of the Company’s amended and Restated Articles of
      Incorporation.




6





Upon
      receipt by the Company of evidence satisfactory to the Company of the loss,
      theft, destruction or mutilation of any certificates representing shares of
      Series A Preferred Stock, and, in the case of loss, theft or destruction, of
      a
      satisfactory indemnification undertaking by the holder to the Company and,
      in
      the case of mutilation, upon surrender and cancellation of the Series A
      Preferred Stock certificate(s), the Company shall execute and deliver new
      preferred stock certificate(s) of like tenor and date; provided, however, that
      the Company shall not be obligated to re-issue preferred stock certificates
      if
      the holder contemporaneously requests the Company to convert such shares of
      Series A Preferred Stock into Common Stock.





**NO
      CUMULATIVE VOTING RIGHTS**





No
      holder
      of the Series A Preferred Stock shall have any cumulative voting
      rights.





**NO
      PREEMPTIVE RIGHTS**





No
      holder
      of the Series A Preferred Stock shall have any preemptive rights by virtue
      of
      Section 302A.413 of the Minnesota Statutes (or any amendment or restatement
      thereof) to subscribe for, purchase or otherwise acquire any shares of the
      Company of any class, whether unissued or not or hereafter authorized, or any
      obligations or other securities convertible into or exchangeable for any such
      shares.




7