(4)(1)
      Certificate of Designation of the Series A Convertible Preferred

    


    CERTIFICATE
      OF DESIGNATIONS, POWERS

    PREFERENCES
      AND RIGHTS OF SERIES A CONVERTIBLE

    PREFERRED
      STOCK

    


    -OF-

    


    MASON
      HILL HOLDINGS, INC.

    a
      Delaware corporation

    [Now,
      Attitude Drinks Incorporated]

    


    Pursuant
      to Section 151 of the General Corporation Law of the State of Delaware, the
      undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted
      by the Board of Directors (the “Board of Directors”) of Mason Hill Holdings,
      Inc., a Delaware corporation (the “Corporation”), by a written consent to action
      dated May 26, 2006: 

    


    RESOLVED,
      that there be, and hereby is, created out of the class of 20,000,000 shares
      of
      serial preferred stock of the Corporation, par value $.001 per share, a series
      of preferred stock (the “Series A”) with the following designations, powers,
      preferences and relative, participating, optional or other special rights,
      qualifications, limitations or restrictions (this instrument hereinafter
      referred to as the “Designation”): 

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    Common
      Stock.
      The
      term “Common Stock” shall mean all shares now or hereafter authorized of any
      class of Common Stock of the Company and any other stock of the Company,
      howsoever designated, authorized after the Issue Date, which has the right
      (subject always to prior rights of any class or series of Preferred Stock)
      to
      participate in the distribution of the assets and earnings of the Company
      without limit as to per share amount.

    


    Issue
      Date.
      The
      term “Issue Date” shall mean the date that shares of Series A are first issued
      by the Company.

    


    Junior
      Stock.
      The
      term “Junior Stock” shall mean, for purposes of these resolutions, any class or
      series of stock of the Company authorized after the Issue Date not entitled
      to
      receive any dividends in any dividend period unless any dividends required
      to
      have been paid or declared and set apart for payment on the Series A shall
      have
      been so paid or declared and set apart for payment and, for purposes of these
      resolutions, shall mean Common Stock and any other class or series of stock
      of
      the Company authorized after the Issue Date not entitled to receive any assets
      upon liquidation, dissolution or winding up of the affairs of the Company until
      the Series A shall have received the entire amount to which such stock is
      entitled upon such liquidation, dissolution or winding up.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Parity
      Stock.
      The
      term “Parity Stock” shall mean, for purposes of these resolutions the Common
      Stock and any other class or series of stock of the Company authorized after
      the
      Issue Date entitled to receive payment of dividends subject only to those
      preferential rights of dividends granted to the Series A and, for purposes
      of
      these resolutions, shall mean any class or series of stock of the Company
      authorized after the Issue Date entitled to receive assets upon liquidation,
      dissolution or winding up of the affairs of the Company subject to only those
      preferential rights and preference granted to the Series A.

    


    Senior
      Stock.
      The
      term “Senior Stock” shall mean, for purposes of these resolutions, any class or
      series of stock of the Company authorized before the Issue Date of the Series
      A
      except for those preferential rights as granted herein but the right to receive
      dividends providing all dividends granted to the Series A shall have been paid
      or set aside to be paid, and, for purposes of these resolutions, shall mean
      any
      class or series of stock of the Company authorized after the Issue Date ranking
      equal to the Series A and the right to participate in any distribution upon
      liquidation, dissolution or winding up of the affairs of the Company except
      for
      those preferential rights granted to the Series A herein.

    


    
      	
              2.

            	
              Rights,
                Powers, and Preferences

            


    

    


    The
      Series A shall have the voting powers, preferences and relative, participating,
      optional and other special rights, qualifications, limitations and restrictions
      as follows:

    


    
      	 	
              A.

            	
              Designation
                and Amount.
                Out of the Twenty Million (20,000,000) shares of the $.001 par value
                authorized preferred stock, Two Million (2,000,000) shares shall
                be
                designated as shares of “Series A.”

            


    

    


    
      	 	
              B.

            	
              Rank.
                The Series A shall be senior to the Common Stock and any other series
                or
                class of the Company’s Preferred
                Stock.

            


    

    


    
      	 	
              C.

            	
              Liquidation
                Rights.

            


    

    


    
      	 	
              (i)

            	
              In
                the event of any liquidation, dissolution, or winding up of the Company,
                whether voluntary or involuntary, the holders of the Series A then
                outstanding shall be entitled to be paid out of the assets of the
                Company
                available for distribution to its shareholders, before any payment
                or
                declaration and setting apart for payment of any amount shall be
                made in
                respect of any outstanding capital stock of the Company, an amount
                equal
                to ($.001) per share, plus the Redemption provision (as defined below).
                Then all of the assets of the Company available to be distributed
                shall be
                distributed ratably to the holders of the Series A and then to the
                holders
                of other outstanding shares of capital stock of the Company. If upon
                any
                liquidation, dissolution, or winding up of the Company, whether voluntary
                or involuntary, the assets to be distributed to the holders of the
                Series
                A shall be insufficient to permit the payment to the holders thereof
                the
                full preferential amount as provided herein, then such available
                assets
                shall be distributed ratably to the holders of the Series
                A.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              (ii)

            	
              None
                of the following events shall be treated as or deemed to be a liquidation
                hereunder:

            


    

    


    
      	 	
              (a)

            	
              A
                merger, consolidation or reorganization of the
                Company;

            


    

    


    
      	 	
              (b)

            	
              A
                sale or other transfer of all or substantially all of the Company's
                assets;

            


    

    


    
      	 	
              (c)

            	
              A
                sale of 50% or more of the Company's capital stock then issued and
                outstanding;

            


    

    


    
      	 	
              (d)

            	
              A
                purchase or redemption by the Company of stock of any class;
                or

            


    

    


    
      	 	
              (e)

            	
              Payment
                of a dividend or distribution from funds legally available
                therefor.

            


    

    


    
      	 	
              D.

            	
              Voting
                Rights.
                In all matters the Series A shall have the same voting rights as
                the
                Common Stock on a six to one (6:1) basis. If the Company effects
                a stock
                split which either increases or decreases the number of shares of
                Common
                Stock outstanding and entitled to vote, the voting rights of the
                Series A
                shall not be subject to adjustment unless specifically
                authorized.

            


    

    


    3.    Dividends

    


    The
      holders of the Series A shall be entitled to receive Common Stock dividends
      when, as, if and in the amount declared by the directors of the Company to
      be
      paid in cash or in Market Value of the Company’s common stock.

    


    Without
      prior written consent of the majority of the holders of Series A, so long as
      any
      shares of Series A shall be outstanding, the Company shall not declare or pay
      on
      any Junior Stock any dividend whatsoever, whether in cash, property or
      otherwise, nor shall the Company make any distribution on any Junior Stock,
      nor
      shall any Junior Stock be purchased or redeemed by the Company or any of its
      subsidiaries of which it owns not less than 51% of the outstanding voting stock,
      nor shall any monies be paid or made available for a sinking fund for the
      purchase or redemption of any Junior Stock, unless all dividends to which the
      holders of Series A shall have been entitled for all previous dividend periods,
      if any, shall have been paid or declared and a sum of money sufficient for
      the
      payment thereof and the Redemption Price (as hereinafter defined) is set
      apart.

    


    
      	
              4.

            	
              Conversion

            


    

    


    The
      Series A shall have the following conversion rights (the “Conversion
      Rights”):

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              A.

            	
              Holder's
                Optional Right to Convert.
                Each share of Series A shall be convertible, at the option of the
                holder(s), on the Conversion Basis (as set forth below) in effect
                at the
                time of conversion. Such right to convert shall commence as of the
                Issue
                Date and shall continue thereafter for a period of five years, such
                period
                ending on the fifth anniversary of the Issue Date. In the event that
                the
                holder(s) of the Series A elect to convert such shares into Common
                Stock,
                the holder(s) shall have sixty (60) days from the date of such notice
                in
                which to tender their shares of Series A to the
                Company.

            


    

    


    
      	 	
              B.

            	
              Conversion
                Basis.
                Each share of Series A shall be convertible into six (6) shares of
                the
                Company’s Common Stock.

            


    

    


    
      	 	
              C.

            	
              Mechanics
                of Conversion.
                Before any holder of Series A shall be entitled to convert the same
                into
                shares of Common Stock, such holder shall (i) give written notice
                to the
                Company, at the office of the Company or of its transfer agent for
                the
                Common Stock or the Preferred Stock, that he elects to convert the
                same
                and shall state therein the number of shares of Series A being converted;
                and (ii) surrender the certificate or certificates therefor, duly
                endorsed. Thereupon the Company shall promptly issue and deliver
                to such
                holder of Series A a certificate or certificates for the number of
                shares
                of Common Stock to which such holder shall be entitled. The conversion
                shall be deemed to have been made and the resulting shares of Common
                Stock
                shall be deemed to have been issued immediately prior to the close
                of
                business on the date of such notice and surrender of the shares of
                Series
                A.

            


    

    


    
      	 	
              D.

            	
              Adjustments
                to the Conversion Basis.

            


    

    


    
      	 	
              (i)

            	
              Stock
                Splits and Combinations.
                The Series A shall not be adjusted pursuant to any subdivision or
                combination of the Common Stock.

            


    

    


    
      	 	
              (ii)

            	
              Reclassification,
                Exchange or Substitution.
                At any time after the Company first issues the Series A and while
                any of
                the shares of Series A remain outstanding, if the Common Stock issuable
                upon the conversion of the Series A shall be changed into the same
                or a
                different number of shares of any class or classes of stock, whether
                by
                capital reorganization, reclassification, or otherwise (other than
                a
                subdivision or combination of shares or stock dividend provided for
                above,
                or a reorganization, merger, consolidation, or sale of assets), then
                and
                in each such event the holder of each share of Series A shall have
                the
                right thereafter to convert such shares into the kind and amount
                of shares
                of stock and other securities and property receivable upon such
                reorganization, reclassification, or other change, by holders of
                the
                number of shares of Common Stock into which such shares of Series
                A might
                have been converted immediately prior to such reorganization,
                reclassification, or change, all subject to further adjustments as
                provided herein.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	 	
              (iii)

            	
              Reorganization,
                Mergers, Consolidations or Sales of Assets.
                At any time after the Company first issues the Series A and while
                any of
                such shares remain outstanding, if there shall be a capital reorganization
                of the Common Stock (other than a subdivision, combination,
                reclassification, or exchange of shares), or a merger or consolidation
                of
                the Company with or into another Company, or the sale of all or
                substantially all of the Company's assets to any other person, then
                as a
                part of such reorganization, merger, consolidation, or sale, provision
                shall be made so that the holders of the Series A thereafter shall
                be
                entitled to receive upon conversion of the Series A, the number of
                shares
                of stock or other securities or property of the Company, or of the
                successor Company resulting from such merger or consolidation or
                sale, to
                which a holder of Series A deliverable upon conversion would have
                been
                entitled on such capital reorganization, merger, consolidation, or
                sale.

            


    

     

    
      	 	
              E.

            	
              Notices
                of Record Date.
                In the event of any reclassification or recapitalization of the capital
                stock of the Company, any merger or consolidation of the Company,
                or any
                transfer of all or substantially all of the assets of the Company
                to any
                other Company, entity, or person, or any voluntary or involuntary
                dissolution, liquidating, or winding up of the Company, the Company
                shall
                mail to each holder of Series A at least 30 days prior to the record
                date
                specified therein, a notice specifying the date on which any such
                reorganization, reclassification, transfer, consolidation, merger,
                dissolution, liquidation, or winding up is expected to become effective,
                and the time, if any is to be fixed, as to when the holders of record
                of
                Common Stock (or other securities) shall be entitled to exchange
                their
                shares of Common Stock (or other securities) for securities or other
                property deliverable upon such reorganization, reclassification,
                transfer,
                consolidation, merger, dissolution, liquidation, or winding
                up.

            


    

    


    
      	 	
              F.

            	
              Fractional
                Shares.
                No fractional shares of Common Stock shall be issued upon conversion
                of
                the Series A. In lieu of any fractional shares to which the holder
                would
                otherwise be entitled, the Company shall pay cash equal to the product
                of
                such fraction multiplied by the fair market value of one share of
                the
                Company's Common Stock on the date of conversion, as determined in
                good
                faith by the Company’s directors.

            


    

    


    
      	 	
              G.

            	
              Reservation
                of Stock Issuable Upon Conversion.
                The Company shall 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, a 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.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.    Protective
      Provisions

    


    Notwithstanding
      anything contained herein to the contrary, so long as any of the Series A shall
      be outstanding, the Company shall not without first obtaining the approval
      (by
      vote or written consent, as provided by law) of the holders of at least
      two-thirds of the total number of shares of Series A outstanding:

    


    
      	 	
              A.

            	
              Alter
                or change the rights, preferences or privileges of the Series A by
                way of
                reclassification, merger, consolidation or otherwise, so as to adversely
                affect in any manner the voting rights including number of votes
                presently
                allowed or the conversion basis by which the shares of Series A are
                presently converted into shares of Common
                Stock.

            


    

    


    
      	 	
              B.

            	
              Increase
                the authorized number of share of Series
                A.

            


    

    


    
      	 	
              C.

            	
              Create
                any new class of shares having preferences over or being on a parity
                with
                the Series A as to dividends or assets, unless the purpose of creation
                of
                such class is, and the proceeds to be derived from the sale and issuance
                thereof are to be used for, the retirement of all Series A then
                outstanding.

            


    

    


    
      	 	
              D.

            	
              Repurchase
                any of the Company's Common Stock.

            


    

    


    
      	 	
              E.

            	
              Merge
                or consolidate with any other Company, except into or with a wholly-owned
                subsidiary of the Company with the requisite shareholder
                approval.

            


    

    


    
      	 	
              F.

            	
              Sell,
                convey or otherwise dispose of, or create or incur any mortgage,
                lien,
                charge or encumbrance on or security interest in or pledge of, or
                sell and
                leaseback, all or substantially all of the property or business of
                the
                Company.

            


    

    


    
      	 	
              G.

            	
              Incur,
                assume or guarantee any indebtedness (other than such as may be
                represented by the obligation to pay rent under leases) maturing
                more than
                18 months after the date on which it is incurred, assumed or guaranteed
                by
                the Company, except purchase money obligations, obligations assumed
                as
                part of the price of property purchased, or the extension, renewal
                or
                refunding of any thereof.

            


    

    


    6.    Redemption

    


    Subject
      to the applicable provisions of Delaware law, the Company, at the option of
      its
      directors, may at any time or from time to time redeem the whole or any part
      of
      the outstanding Series A. Upon redemption the Company shall pay for each share
      redeemed the amount of $2.00 per share, payable in cash, plus a premium to
      compensate the original purchaser(s) for the investment risk and cost of capital
      equal to the greater of (a) $2.00 per share, or (b) an amount per share equal
      to
      fifty percent (50%) of the market capitalization of the Company on the date
      of
      notice of such redemption divided by 2,000,000 (the “Redemption Premium”), the
      redemption amount and the Redemption Premium hereinafter being referred to
      as
      the “Redemption Price.” Such redemption shall be on an all-or-nothing
      basis.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    At
      least
      thirty (30) days previous notice by mail, postage prepaid, shall be given to
      the
      holders of record of the Series A to be redeemed, such notice to be addressed
      to
      each such shareholder at the address of such holder appearing on the books
      of
      the Company or given to such holder to the Company for the purpose of notice,
      or
      if no such address appears or is given, at the place where the principal office
      of the Company is located. Such notice shall state the date fixed for redemption
      and the redemption price, and shall call upon the holder to surrender to the
      Company on said date at the place designated in the notice such holder's
      certificate or certificates represen-ting the shares to be redeemed. On or
      after
      the date fixed for redemption and stated in such notice, each holder of Series
      A
      called for redemption shall surrender the certificate evidencing such shares
      to
      the Company at the place designated in such notice and shall thereupon be
      entitled to receive payment of the redemption price. If less than all the shares
      represented by any such surrendered certificate are redeemed, a new certificate
      shall be issued representing the unredeemed shares. If such notice of redemption
      shall have been duly given, and if on the date fixed for redemption funds
      necessary for the redemption shall be available therefore, notwithstanding
      that
      the certificates evidencing any Series A called for redemption shall not have
      been surrendered, the divid-ends with respect to the shares so called for
      redemption shall forthwith after such date cease and determine, except only
      the
      right of the holders to receive the redemption price without interest upon
      surrender of their certificates therefore.

    


    If,
      on or
      prior to any date fixed for redemption or Series A, the Company deposits, with
      any bank or trust company as a trust fund, the number of shares of Common Stock
      of a sum sufficient to redeem, on the date fixed for redemption thereof, the
      shares called for redemption, with irrevocable instructions and authority to
      the
      bank or trust company to give the notice of redemption thereof (or to complete
      the giving of such notice if theretofore commenced) and to pay, or deliver,
      on
      or after the date fixed for redemption or prior thereto, the redemption price
      of
      the shares to their respective holders upon the surrender of their share
      certificates, then from and after the date of the deposit (although prior to
      the
      date fixed for redemption), the shares so called shall be redeemed and any
      dividends on those shares shall cease to accrue after the date fixed for
      redemption. The deposit shall constitute full payment of the shares to their
      holders and from and after the date of the deposit the shares shall no longer
      be
      outstanding and the holders thereof shall cease to be shareholders with respect
      to such shares, and shall have no rights with respect thereto except the right
      to receive from the bank or trust company payment of the redemption price of
      the
      shares without interest, upon the surrender of their certificates therefore.
      Any
      interest accrued on any funds so deposited shall be the property of, and paid
      to, the Company. If the holders of Series A so called for redemption shall
      not,
      at the end of six years from the date fixed for redemption thereof, have claimed
      any funds so deposited, such bank or trust company shall thereupon pay over
      to
      the Company such unclaimed funds, and such bank or trust company shall
      thereafter be relieved of all responsibility in respect thereof to such holders
      and such holders shall look only to the Company for payment of the redemption
      price.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.    Reissuance

    


    No
      share
      or shares of Series A acquired by the Company by reason of conversion or
      otherwise shall be reissued as Series A, and all such shares thereafter shall
      be
      returned to the status of undesignated and unissued shares of Preferred Stock
      of
      the Company.

    


    
      	
              8.

            	
              Headings
                or Subdivisions

            


    

    


    The
      heading of the various subdivisions hereof are for convenience of reference
      only
      and shall not affect the interpretation of any of the provisions
      hereto.

    


    
      	
              9.

            	
              Severability
                of Provisions

            


    

    


    If
      any
      right, preference or limitation of the Series A set forth in this resolution
      (as
      such resolution may be amended from time to time) is invalid, unlawful or
      incapable of being enforced by reason of any rule of law or public policy,
      all
      other rights, preferences and limitations set forth in this resolution (as
      so
      amended) which can be given effect without the invalid, unlawful or
      unenforceable right, preference or limitation shall, nevertheless, remain in
      full force and effect, and no right, preference or limitation herein set forth
      shall be deemed dependent upon any other such right, preference or limitation
      unless so expressed herein.

    


    10.    Status
      of Reacquired Stock

    


    Shares
      of
      Series A which have been issued and reacquired in any manner shall, upon
      compliance with any applicable provisions of Delaware law, have the status
      of
      authorized and unissued shares of Preferred Stock may be redesignated and
      reissued in any series or class.

    


    IN
      WITNESS WHEREOF, the undersigned officers of Mason Hill Holdings, Inc., a
      Delaware corporation, did hereby execute this Certificate effective this 26th
      day of May, 2006.

    


    


    /s/
      Geoffrey Eiten

    Geoffrey
      Eiten