EXHIBIT 4.1

                                                       FILED # C173-85
                                                         JULY 19, 2001
                                                        IN THE OFFICE OF
                                                 DEAN HELLER, SECRETARY OF STATE


                  CERTIFICATE OF THE DESIGNATION, PREFERENCES,
                            RIGHTS AND LIMITATIONS OF
               SERIES A CONVERTIBLE NON-REDEEMABLE PREFERRED STOCK
                                       OF
                             BERENS INDUSTRIES, INC.

     Berens  Industries,  Inc., (hereinafter referred to as the "Corporation" or
"Company"),  a corporation organized and existing under the laws of the State of
Nevada,

     DOES  HEREBY  CERTIFY:

     That,  the  Articles  of  Incorporation  of  the Corporation authorizes the
issuance of 10,000,000 shares of Preferred Stock, $.00l par value per share, and
expressly  vests  in  the Board of Directors of the Corporation the authority to
issue  any  or  all  of  said  shares in one or more series and by resolution or
resolutions to establish the designation, number, full or limited voting powers,
or  the  denial  of  voting  powers,  preferences  and  relative, participating,
optional,  and  other  special  rights  and  the  qualifications,  limitations,
restrictions  and  other  distinguishing  characteristics  of  each series to be
issued:

     RESOLVED,  that  pursuant  to  the  authority  conferred  upon the Board of
Directors  by  the  Articles  of  Incorporation,  the  Series  A  Convertible
Non-Redeemable Preferred Stock, par value $.00l ("Series A Convertible Preferred
Stock"),  is  hereby authorized and created, said series to consist of up to 600
shares,  with  a  stated  value  of  $1,000.00 per share of Series A Convertible
Preferred  Stock.  The  voting  powers, preferences and relative, participating,
optional  and  other  special  rights,  and  the  qualifications, limitations or
restrictions  thereof  shall  be  as  follows:

     1.     NO  DIVIDENDS  ON SERIES A CONVERTIBLE PREFERRED STOCK.    There are
            -------------------------------------------------------
no  dividends  on  Series  A  Convertible  Preferred  Stock.

     2.     CONVERSION OF SERIES A CONVERTIBLE PREFERRED STOCK INTO COMMON STOCK
            --------------------------------------------------------------------

          (a) Each holder of shares of Series A Convertible Preferred Stock may,
     at  his  option  and  at any time and from time to time, convert any or all
     such shares, into fully paid and non-assessable shares of the Corporation's
     Common  Stock  at  a conversion ratio of 233,975 shares of Common Stock for
     each  share of Series A Convertible Preferred Stock. Fractional conversions
     are  permitted.

          (b)  To exercise his conversion privilege, the holder of any shares of
     Series  A  Convertible  Preferred  Stock shall surrender to the Corporation
     during  regular  business  hours  at the principal executive offices of the
     Corporation  or  the  offices  of  the  transfer  agent  for  the  Series A
     Convertible  Preferred Stock or at such other place as may be designated by
     the  Corporation,  the  certificate  or  certificates  for the shares to be
     converted,  duly  endorsed  for transfer to the Corporation (if required by
     it),  accompanied  by  written  notice  stating that the holder irrevocably
     elects  to  convert  such  shares.  Conversion shall be deemed to have been
     effected  on the date when such delivery is made, and such date is referred
     to  herein  as  the  "Conversion Date." Within five (5) business days after


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     the  date  on  which such delivery is made, the Corporation shall issue and
     send  (with  receipt  to  be  acknowledged)  to  the  holder thereof or the
     holder's  designee, at the address designated by such holder, a certificate
     or  certificates  for  the  number  of full and fractional shares of Common
     Stock  to  which the holder is entitled as a result of such conversion. The
     holder shall be deemed to have become a stockholder of record of the number
     of  shares  of  Common  Stock into which the shares of Series A Convertible
     Preferred  Stock  have  been  converted  on  the applicable Conversion Date
     unless  the  transfer  books of the Corporation are closed on that date, in
     which  event  he  shall be deemed to have become a stockholder of record of
     such  shares  on  the  next succeeding date on which the transfer books are
     open. Upon conversion of only a portion of the number of shares of Series A
     Convertible  Preferred  Stock  represented by a certificate or certificates
     surrendered for conversion, the Corporation shall within three (3) business
     days  after  the  date on which such delivery is made, issue and send (with
     receipt to be acknowledged) to the holder thereof or the holder's designee,
     at  the  address  designated by such holder, a new certificate covering the
     number  of  shares of Series A Convertible Preferred Stock representing the
     unconverted  portion  of  the  certificate  or certificates so surrendered.

          (c)  The  Corporation  shall  at  all  times  reserve for issuance and
     maintain available, out of its authorized but unissued Common Stock, solely
     for  the  purpose  of  effecting the conversion of the Series A Convertible
     Preferred Stock, the full number of shares of Common Stock deliverable upon
     the  conversion  of  all  Series A Convertible Preferred Stock from time to
     time  outstanding.  The  Corporation  shall  from  time to time (subject to
     obtaining  necessary  director  and stockholder action), in accordance with
     the  laws  of the State of Nevada, increase the authorized number of shares
     of  its  Common Stock if at any time the authorized number of shares of its
     Common  Stock  remaining  unissued  shall  not  be sufficient to permit the
     conversion  of all of the shares of Series A Convertible Preferred Stock at
     the  time  outstanding.

          (d)  If  any  shares of Common Stock to be reserved for the purpose of
     conversion  of  shares  of  Series  A  Convertible  Preferred Stock require
     registration  or listing with, or approval of, any governmental authority.,
     stock  exchange  or other regulatory body under any federal or state law or
     regulation or otherwise, including registration under the Securities Act of
     1933, as amended, and appropriate state securities laws, before such shares
     may be validly issued or delivered upon conversion, the Corporation will in
     good faith and as expeditiously as possible meet such registration, listing
     or  approval,  as  the  case  may  be.

          (e)  All shares of Common Stock which may be issued upon conversion of
     the  shares  of  Series A Convertible Preferred Stock will upon issuance by
     the  Corporation  be validly issued, fully paid and non-assessable and free
     from  all  taxes,  liens  and charges with respect to the issuance thereof.

          (f)  In  case any shares of Series A Convertible Preferred Stock shall
     be  converted  pursuant  hereto,  or purchased or otherwise acquired by the
     Corporation,  the  shares  so  converted,  purchased  or  acquired shall be


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     restored  to  the  status  of  authorized  but unissued shares of preferred
     stock,  without  designation  as  to class or series, and may thereafter be
     reissued,  but  not  as  shares  of  Series  A Convertible Preferred Stock.

          (g)  The  conversion ratio of the Series A Convertible Preferred Stock
     into  Common  Stock  of the Corporation shall be subject to adjustment from
     time  to  time  as  follows:

          (i)  Stock  Splits,  Dividends and Combinations. In the event that the
Corporation  shall at any time subdivide the outstanding shares of Common Stock,
or shall pay or make a dividend or distribution on any class of capital stock of
the  Corporation  in  Common  Stock,  the conversion ratio in effect immediately
prior  to  such  subdivision  or  the  issuance  of  such  dividend  shall  be
proportionately decreased, and in case the Corporation shall at any time combine
the  outstanding  shares  of  Common  Stock,  the  conversion  ratio  in  effect
immediately  prior  to  such  combination  shall  be  proportionately increased,
effective  at the close of business on the date of such subdivision, dividend or
combination,  as  the  case  may  be.

          (ii) Non-Cash Dividends, Stock Purchase Rights, Capital Reorganization
and  dissolutions.  In  the  event:

               (a)  that  the  Corporation shall take a record of the holders of
                    its  Common  Stock  for  the  purpose  of  entitling them to
                    receive  a  dividend,  or  any  other  distribution, payable
                    otherwise  than  in  cash;  or

               (b)  that  the  Corporation shall take a record of the holders of
                    its  Common  Stock  for  the  purpose  of  entitling them to
                    subscribe  for  or purchase any shares of stock of any class
                    or  other  securities,  or  to  receive any other rights; or

               (c)  of  any  capital  reorganization  of  the  Corporation,
                    reclassification  of  the  capital  stock of the Corporation
                    (other  than a subdivision or combination of its outstanding
                    shares  of  Common  Stock),  consolidation  or merger of the
                    Corporation with or into another corporation, share exchange
                    for  all  outstanding shares of Common Stock under a plan of
                    exchange  to which the Corporation is a party, or conveyance
                    of all or substantially all of the assets of the Corporation
                    to  another  corporation;  or

               (d)  of  the voluntary or involuntary dissolution, liquidation or
                    winding  up  of  the  Corporation;

          then,  and  in any such case, the Corporation shall cause to be mailed
          to  the  holders  of  record  of  the outstanding Series A Convertible
          Preferred  Stock,  at  least  10  days  prior  to the date hereinafter


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          specified,  a  notice  stating the date on which (x) a record is to be
          taken for the purpose of such dividend, distribution or rights, or (y)
          such  reclassification,  reorganization,  consolidation, merger, share
          exchange,  conveyance,  dissolution,  liquidation  or winding up is to
          take place and the date, if any is to be fixed, as of which holders of
          Corporation  securities  of record shall be entitled to exchange their
          shares  of  Corporation  securities  for  securities or other property
          deliverable upon such reclassification, reorganization, consolidation,
          merger,  share  exchange,  conveyance,  dissolution,  liquidation  or
          winding  up.

   3.     VOTING  OF  SERIES  A  CONVERTIBLE  PREFERRED  STOCK
          ----------------------------------------------------

          The  shares  of Series A Convertible Preferred Stock shall be entitled
to  vote,  together  with  the  shares of the Corporation's Common Stock, on all
matters  presented  at  any  annual  or  special  meeting of stockholders of the
Corporation,  or may act by written consent in the same manner as the holders of
the  Corporation's  Common  Stock,  upon  the  following  basis:  each holder of
Preferred Stock shall be entitled to cast such number of votes for each share of
Series  A  Convertible  Preferred  Stock  held by such holder on the record date
fixed  for  such  meeting.  or on the effective date of such written consent, as
shall  be  equal  to the number of shares of the Corporation's Common Stock into
which  each  of  such holder's shares of Series A Convertible Preferred Stock is
convertible immediately after the close of business on the record date fixed for
such  meeting  or  the  effective  date  of  Such  written consent. The Series A
Convertible  Preferred Stock and any other stock having voting tights shall vote
together  as  one  class,  except  as  provided  by  law.


     4.     LIQUIDATION  RIGHTS
            -------------------

          (a)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
     dissolution  or  winding  up  of  the Corporation, the holders of shares of
     Series  A Convertible Preferred Stock then outstanding shall be entitled to
     receive  out  of  assets  of  the Corporation available for distribution to
     stockholders,  before  any  distribution of assets is made t holders of any
     other  class  of  capital  stock  of the Corporation, an amount equal to $1
     .000.00  per  share  ("Liquidation  Amount").

          (b)  A  consolidation  or merger of the Corporation (in the event that
     the  Corporation  is  not  the  surviving  entity)  or  sale  of  all  or
     substantially  all  of  the  corporation's  assets  shall  be regarded as a
     liquidation,  dissolution  or  winding up of the affairs of the Corporation
     within  the  meaning  herein.  In  the  event  of  such  a  liquidation  as
     contemplated  herein,  the  holders of Series A Convertible Preferred Stock
     shall  be  entitled  to  receive an amount equal to the Liquidation Amount.

          (c)  In  the  event  of  any  voluntary  or  involuntary  liquidation,
     dissolution  or  winding  up  of  the  Corporation  which  involves  the
     distribution  of  assets  other  than  cash, the Corporation shall promptly
     engage  competent  independent  appraisers  to  determine  the value of the
     assets  to  be  distributed  to  the  holders  of  shares  of this Series A
     Convertible  Preferred  Stock  other  preferred  stock,  and the holders of


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     shares  of  Common  Stock.  The  Corporation  shall,  upon  receipt of such
     appraiser's  valuation, give prompt written notice to each holder of shares
     of  Series  A  Convertible  Preferred  Stock  of the appraiser's valuation.

     5.   NO  REDEMPTION  BY  THE  CORPORATION.
          -------------------------------------

          Series  A  Convertible  Preferred  Stock  is  not  redeemable  by  the
          Corporation.



                       [[[SIGNATURES ON FOLLOWING PAGE)]]]


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     IN  Witness Whereof, Berens Industries, Inc., has caused Its corporate seal
to  be hereunto affixed and this certificate to be signed by Marc I. Berens, its
president  and  Jeffrey  Hansen,  its  secretary,  this  I  3"  day of     2001.


                                        BERENS  Industries,  Inc.

                                        By  /S/  Marc  I.  Berens
                                        -------------------------------
                                            Marc I. Berens, President


                                        By  /S/  Jeffrey Hansen
                                        -------------------------------
                                            Jeffrey Hansen, Secretary


THE  STATE  OF  FLORIDA
COUNTY  OF  HARRIS  FLORIDA


     BEFORE  ME, the undersigned authority, on this day personally appeared Marc
I.  Berens,  known  to  me  to  be  the  person  whose name is subscribed to the
foregoing  instrument  and  acknowledged to me that he executed the same for the
purposes  and  consideration  therein  expressed.

     GIVEN UNDER MY HAND AND SEAL of office this 13th day of July, 2001.

-----------------------------------------
                  HENRY J. RAMCE                 /S/   HENRY J. RAMCE
SEAL      Notary Public-State of Florida        --------------------------------
        My Commission Expires Feb 25, 2005      NOTARY PUBLIC IN AND FOR
              Commission # CC986067             THE STATE OF FLORIDA
-----------------------------------------

THE  STATE  OF  FLORIDA
COUNTY  OF  HARRIS  FLORIDA

     BEFORE  ME,  the  undersigned  authority,  on  this day personally appeared
Jeffrey  Hansen,  known  to  me to be the person whose name is subscribed to the
foregoing  instrument  and  acknowledged to me that he executed the same for the
purposes  and  consideration  therein  expressed.

     GIVEN UNDER MY HAND AND SEAL of office this 16th day of July, 2001.

-----------------------------------------
               Barbara C. Fullerton                 /S/   Barbara C. Fullerton
SEAL      Notary Public-State of Texas          --------------------------------
               My Commission Expires            NOTARY PUBLIC IN AND FOR
                November 13, 2003               THE STATE OF TEXAS
-----------------------------------------


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