EX-4.5                                    CERTIFICATE OF DESIGNATION

                         CERTIFICATE OF DESIGNATION
                                     OF
                              NATIONS RX, INC.

The undersigned, David Rykbos, President/Secretary, certifies that:

He is the President and Secretary of Nations Rx, Inc., a Nevada
corporation ("Company").

By action of the Board of Directors of the Company on June 30, 2003,
at the Company's offices located at 8 Macbeth Court, Rancho Mirage,
California 92270, the following resolution was adopted by unanimous
written consent of the Directors:

WHEREAS, Article IV of the Articles of Incorporation of the Company,
as amended, authorizes the Company to issue Ten Million (10,000,000)
shares of preferred stock, par value of One Tenth of One Cent
($0.001) per share ("Preferred Stock"); and

WHEREAS, the shares of Preferred Stock were authorized to be issued
from time to time in one or more series as expressly authorized by
the Board of Directors to determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed on any wholly
unissued class of shares or any wholly issued series of any class of
shares, and the number of shares constituting any unissued series of
Preferred Stock as well as the designations of the series, or any or
all of them.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does
hereby provide for the issue of undesignated Preferred Stock of the
Company and does hereby fix and determine the rights, preferences,
privileges, and restrictions of, and other matters relating to, that
series, as follows:

Six Million (6,000,000) shares of undesignated and unissued Preferred
Stock shall be designated and known as "Series A Convertible
Preferred Stock", par value One Tenth of One Cent ($0.001), with the
powers, preferences, rights, restrictions, and other matters as
follows.

(1)        CONVERSION.  The holders of Series A Convertible Preferred
Stock shall have conversion rights as follows (the "Conversion
Rights"):

     (a)  Any securities to be delivered to the holders of Series A
     Convertible Preferred Stock pursuant to this Section shall be
     valued as follows ("Valuation Price"):

        (i)  Securities not subject to investment letter or other
        similar restrictions on free marketability:

          (A)  If traded on a securities exchange, the value
          shall be deemed to be the average of the closing
          prices of the securities on such exchange over the
          thirty (30) day period ending three (3) days prior to
          the closing;

          (B)  If actively traded over-the-counter, the value
          shall be deemed to be the average of the closing bid
          and asked prices over the thirty (30) day period
          ending three (3) days prior to the closing; and

          (C)  If there is no active public market, the value
          shall be the fair market value thereof, as determined by the Company.

        (ii)  The method of valuation of securities subject to
        investment letter or other restrictions on free
        marketability shall be to make, an appropriate discount
        from the market value determined as above in clauses
        (i)(A), (B) or (C) to reflect the approximate fair market
        value thereof, as determined by the Company.

     (b)  Right to Convert by the Company.  Subject to subsection
     (c), each share of outstanding Series A Convertible Preferred
     Stock shall be convertible, at the option of holder, at any time
     into six (6) fully paid and nonassessable shares of Company
     common stock ("Common Stock") ("Conversion Rate").

     (c)  Mechanics of Conversion.

        (i)  Before any holder of Series A Convertible Preferred
        Stock shall be entitled voluntarily to convert the same
        into shares of Common Stock, he/she/it shall surrender the
        certificate or certificates therefor, duly endorsed, at the
        office of the Company or of any transfer agent for such
        stock, and shall give written notice to the Company at such
        office that he/she/it elects to convert the same and shall
        state therein the number of shares to be converted and the
        name or names in which he/she/it wishes the certificate or
        certificates for shares of Common Stock to be issued.  The
        Company shall, as soon as practicable thereafter, issue and
        deliver at such office to such holder of Series A
        Convertible Preferred Stock, a certificate or certificates
        for the number of shares of Common Stock to which he shall
        be entitled.  Such conversion shall be deemed to have been
        made immediately prior to the close of business on the date
        or surrender of the shares of Series A Convertible
        Preferred Stock to be converted, and the person or persons
        entitled to receive the shares of Common Stock issuable
        upon such conversion shall be treated for all purposes as
        the record holder or holders of such shares of Common Stock
        on such date.

        (ii)  If the conversion is in connection with an
        underwritten offering of securities pursuant to the
        Securities Act, the conversion may, at the option of any
        holder tendering shares of Series A Convertible Preferred
        Stock for conversion, be conditioned upon the closing with
        the underwriters of the sale of securities pursuant to such
        offering, in which event the person(s) entitled to receive
        the Common Stock upon conversion of the Series A
        Convertible Preferred Stock shall not be deemed to have
        converted such Series A Convertible Preferred Stock until
        immediately prior to the closing of such sale of securities.

     (d)  Adjustments to Conversion Rate In the case of any share
     exchange, capital reorganization, consolidation, merger or
     reclassification whereby the Common Stock is converted into
     other securities or property, the Company will make appropriate
     provisions so that the holder of each share of Class A Preferred
     Stock then outstanding will have the right thereafter to convert
     such share of Class A Preferred Stock into the kind and amount
     of shares of stock and other securities and property receivable
     upon such consolidation, merger, share exchange, capital
     reorganization or reclassification by a holder of the number of
     shares of Common Stock into which such shares of Class A
     Preferred Stock might have been convened immediately prior to
     such consolidation, merger, share exchange, capital
     reorganization or reclassification.  If the shares of Common
     Stock are subdivided or combined into a greater or smaller
     number of shares of Common Stock, the Conversion Ratio shall be
     proportionately increased in case of subdivision of shares.  If
     the shares of Common Stock are combined, consolidated or reverse
     split into a smaller number of shares of Common Stock the
     Conversion Ratio shall not be decreased.  The kind and amount of
     Common Shares issuable upon conversion of the Class A Preferred
     Stock both before and after combination, consolidation or
     reverse split of the Common Shares shall be the same.

     (e)  No Impairment.  The Company will not, by amendment of its
     Articles of Incorporation or through any reorganization,
     transfer of assets, consolidation, merger, dissolution, issue or
     sale of securities or any other voluntary action, avoid or seek
     to avoid the observance or performance of any of the terms to be
     observed or performed hereunder by the Company, but will at all
     times in good faith assist in the carrying out of all the
     provisions of this Section and in the taking of all such action
     as may be necessary or appropriate in order to protect the
     Conversion Rights of the holders of the Series A Convertible
     Preferred Stock against impairment.

     (f)  Certificates as to Adjustments.	Upon the occurrence of
     each adjustment or readjustment of any Conversion Rate pursuant
     to this Section, the Company, at its expense shall promptly
     compute such adjustment or readjustment in accordance with the
     terms hereof and prepare and furnish to each holder of Series A
     Convertible Preferred Stock a certificate executed by the
     Company's President or Chief Financial Officer setting forth
     such adjustment or readjustment and showing in detail the facts
     upon which the Company shall, upon the written request at any
     time of any holder of Series A Convertible Preferred Stock,
     furnish or cause to be furnished to such holder a like
     certificate setting forth (i) such adjustments and
     readjustments, (ii) the Conversion Rate 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
     the conversion of the Series A Convertible Preferred Stock.

     (g)  Notices of Record Date.  In the event that the Company
     shall propose at any time: (i) to declare any dividend or
     distribution upon its Common Stock, whether in cash, property,
     stock or other securities. whether or not a regular cash
     dividend and whether or not out of earnings or earned surplus;
     (ii) to offer for subscription pro rata to the holders of any
     class or series of its stock any additional shares of stock of
     any class or series or other rights; (iii) to effect any
     reclassification or recapitalization of its Common Stock
     outstanding involving a change in the Common Stock; or (iv) to
     merge or consolidate with or into any other corporation, or
     sell, lease or convey all or substantially all of its assets, or
     to liquidate, dissolve or wind up; then, in connection with each
     such event, the Company shall send to the holders of Series A
     Convertible Preferred Stock:

        (i)  At least twenty (20) days prior written notice of the
        date on which a record shall be taken for such dividend,
        distribution or subscription rights (and specifying the
        date on which the holders of Common Stock shall be entitled
        thereto) or for determining rights to vote, if any, in
        respect of the matters referred to in (iii) and (iv) above;
        and

        (ii)  In the case of the matters referred to in (iii) and
        (iv) above, at least twenty (20) days prior written notice
        of the date when the same shall take place (and specifying
        the date on which the holders of Common Stock shall be
        entitled to exchange their Common Stock for securities or
        other property deliverable upon the occurrence of such
        event).

     (h)  Reservation of Stock lssuable Upon Conversion.  The
     Company shall at all times reserve and keep available out of its
     authorized but unissued shares of Common Stock, solely for the
     purpose of effecting the conversion of the shares of the Series
     A Preferred Stock, such number of its shares of Common Stock as
     shall from time to time be sufficient to effect the conversion
     of all outstanding shares of the Series A Convertible Preferred
     Stock; and if at any time the number of authorized but unissued
     shares of Common Stock shall not be sufficient to effect the
     conversion of all then outstanding shares of the Series A
     Convertible Preferred Stock, the Company will take such
     corporate action as may, in the opinion of its counsel, be
     necessary to increase its authorized but unissued shares of
     Common Stock to such number of shares as shall be sufficient for
     such purpose, including, without limitation, engaging in best
     efforts to obtain the requisite stockholder approval of any
     necessary amendment to this Certificate.

        (i)  Fractional Shares.  No fractional share shall be issued
        upon the conversion of any share or shares of Series A
        Convertible Preferred Stock.  All shares of Common Stock
        (including fractions thereof) issuable upon conversion of more
        than one share of Series A Convertible Preferred Stock by a
        holder thereof shall be aggregated for purposes of determining
        whether the conversion would result in the issuance of any
        fractional share.  If, after the aforementioned aggregation, the
        conversion would result in the issuance of a fraction of a share
        of Common Stock, the Company shall, in lieu of issuing any
        fractional share, pay the holder otherwise entitled to such
        fraction a sum in cash equal to the fair market value of such
        fraction on the date of conversion (as determined in good faith
        by the Board of Directors).

     (j)  Notices.  Any notice required to be given to the holders of
     shares of Series A Convertible Preferred Stock shall be deemed
     given if deposited in the United States mail, postage prepaid,
     and addressed to each holder of record at his address appearing
     on the books of the Company.

(2)  VOTING RIGHTS.  The holder of each share of Series A Convertible
Preferred Stock shall have the right to one vote for each share of
Common Stock into which such share of Series A Convertible Preferred
Stock could be converted on the record date for the vote or written
consent of stockholders.  In all cases any fractional share,
determined on an aggregate conversion basis, shall be rounded to the
nearest whole share.  With respect to such vote, such holder shall
have full voting rights and powers equal to the voting rights and
powers of the holders of Common Stock, and shall be entitled,
notwithstanding any provision hereof, to notice of any stockholders
meeting in accordance with the bylaws of the Company, and shall be
entitled to vote, together with holders, of Common Stock, with
respect to any question upon which holders of Common Stock have the
right to vote,

(3)  STATUS OF CONVERTED STOCK.  In the event any shares of Series A
Convertible Preferred Stock shall be converted pursuant to Section 1
hereof, the shares so converted shall be canceled and shall not be
issuable by the Company, and all such shares shall be canceled,
retired and eliminated from the shares that the Company is authorized
to issue.

(4)  SENIORITY OF SERIES A CONVERTIBLE PREFERRED STOCK. No additional
shares of Series A Convertible Preferred Stock shall be authorized or
issued that have rights, privileges and preferences equal to or
senior to the Series A Convertible Preferred Stock as long as any
Series Convertible Preferred Stock is outstanding.

(5)  RESTRICTIONS AND LIMITATIONS.  So long as any shares of Series
Convertible Preferred Stock remain outstanding, the Company shall
not, without the vote or written consent by the holders of at least a
majority of the then outstanding shares of Series A Convertible
Preferred Stock, amend these Articles of Incorporation if such
amendment would adversely affect any of the rights, preferences or
privileges provided for herein for the benefit of the Series A
Convertible Preferred Stock.

(6)  DIVIDENDS ON PREFERRED STOCK.  The Company shall, in its
discretion, determine when and if dividends will be paid, and whether
it will be paid in cash, shares of Common Stock, or a combination of
both. All Series A Convertible Preferred Stock shall be treated the
same with respect to the payment of dividends as the holders of the
Common Shares. In the event the Company elects to pay a portion or
all of the dividends on the Series A Convertible Preferred Stock by
issuing shares of the Company's Common Stock, the shares of common
stock issued as dividends will be restricted, unregistered shares,
and will be subject to the same transfer restrictions that apply to
the shares of Series A Convertible Preferred Stock. The dividend is
payable as may be determined by the Board of Directors, out of funds
legally available therefor.  The Series A Convertible Preferred Stock
will not have priority as to dividends over the Common Stock and will
rank pari passu.

(7)  TRANSFER RESTRICTIONS.  The same transfer restrictions imposed
on the Class A Preferred Stock shall be applicable to the Common
Stock into which the Class A Preferred Stock is converted, although
for purposes of Rule 144 as presently in effect, the holding period
requirement may be met by adding together the period in which the
Class A Preferred Stock is held and the period in which the Common
Stock into which the Class A Preferred Stock is converted, is held.

(8)  LIQUIDATION RIGHTS.  In case of the voluntary or involuntary
liquidation, dissolution or winding-up of the Company, holders of
Shares of the Series A Convertible Preferred Stock are entitled to
receive a liquidation preference of one dollar ($1.00) per share
before any payment or distribution is made to the holders of Common
Stock or any other series or class of the Company's stock hereafter
issued which ranks junior as to liquidation rights to the Series A
Convertible Preferred Stock. A consolidation or merger of the Company
with another corporation will be deemed to be a liquidation,
dissolution or winding-up of the Company unless the Company is the
surviving corporation and its shareholders immediately prior to the
consolidation or merger are the holders of at least fifty-one percent
(51%) of the voting equity of the surviving corporation immediately
after the consolidation or merger. A sale or transfer of all or part
of the Company's assets for cash, securities or other property will
not be considered a liquidation, dissolution or winding-up of the
Company.

Holders of shares of any Series A Convertible Preferred Stock issued
in the future shall be entitled to receive a liquidation preference
of one dollar ($1.00) per share, before any payment or distribution
is made to the holders of Common Stock or any other series or class
of the Company's stock hereafter issued which ranks junior as to
liquidation rights to the Series A Convertible Preferred Stock. To
the extent any payment or distribution is insufficient to pay the
entire liquidation preference on all outstanding shares of Series A
Convertible Preferred Stock, the payment shall be apportioned pro
rata among the holders of the Series A Convertible Preferred Stock.

RESOLVED FURTHER, that the Secretary of the Company is hereby
authorized and directed to prepare, execute, verify and file, in the
office of the Nevada Secretary of State, a Certificate of Designation
in accordance with this resolution as required by law.

NATIONS RX, INC.


By: /s/  David Rykbos                  Date: June 30, 2003
David Rykbos, President/Secretary