Exhibit 4.1

                   CERTIFICATE OF DESIGNATION

              SERIES C CONVERTIBLE PREFERRED STOCK

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                        ($.001 Par Value)
                               of
                  GK INTELLIGENT SYSTEMS, INC.

                 Pursuant to Section 151 of the
        General Corporation Law of the State of Delaware

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      GK Intelligent Systems, Inc. filed an Amended and Restated Certificate
of Incorporation with the Secretary of State of Delaware on August 14, 1995 as
further amended on September 2, 1997, May 28, 1998 and March 25, 2002.
Following is a Certificate of Designation for Series C Convertible Preferred
Stock.

      GK Intelligent Systems, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:

      FIRST: That pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Certificate of Incorporation of the
Corporation, the Board of Directors of the Corporation at a meeting of the
Board of Directors on April 1, 2005, adopted the following resolution creating
a series of 1,000,000 shares of Preferred Stock, $.001 par value per share,
designated as Series C Convertible Preferred Stock:

      RESOLVED:  That pursuant to the authority vested in the Board of
                 Directors of this Corporation in accordance with the
                 provisions of Article FOURTH of its Amended and Restated
                 Certificate of Incorporation, as amended, a series of
                 Preferred Stock of the Corporation (the "Series C Convertible
                 Preferred Stock") be, and it hereby is, created, and that the
                 designation and amount thereof and the voting powers,
                 preferences and relative, participating, optional and other
                 special rights of the shares of the Series C Convertible
                 Preferred Stock, and the qualifications, limitations or
                 restrictions thereof, shall be as follows:


      Section 1. Designation and Amount. The shares of such series shall be
designated as "Series C Convertible Preferred Stock" and the number of shares
constituting such series shall be 1,000,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided,
however, that no decrease shall reduce the number of shares of Series C
Convertible Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise
of outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series C
Convertible Preferred Stock.

      Section 2. Dividends. The holders of shares of Series C Convertible
Preferred Stock shall not be entitled to receive dividends, whether in cash,
property, or shares of the corporation's capital stock.

      Section 3. Voting Rights. The holders of shares of Series C Convertible
Preferred Stock shall have the following voting rights:

            (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series C Convertible Preferred Stock shall entitle the holder
thereof to vote on all matters submitted to a vote of the stockholders of the
Corporation.  Each share of Series C Convertible Preferred Stock shall have
the number of votes equal to the aggregate number of shares of Common Stock
into which each share of Series C Convertible Preferred Stock is convertible.
In the event the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock or effect a subdivision,
combination of consolidation of the outstanding Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Series C Convertible Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (B) Except as otherwise provided herein, by law, or in any other
Certificate of Designation creating a series of Preferred Stock or any similar
stock, the holders of shares of Series C Convertible Preferred Stock, the
holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights shall vote together as one class on
all matters submitted to a vote of stockholders of the Corporation.

      Section 5. Reacquired Shares. Any shares of Series C Convertible
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.

      Section 6. Liquidation, Dissolution on Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, holders of Series C Convertible Preferred Stock will receive
their pro rata share of the total value of the assets and funds of the
Corporation to be distributed, assuming the conversion of Series C Convertible
Preferred Stock to Common Stock.

            (B) Neither the consolidation, merger or other business
combination of the Corporation with or into any other corporation the sale,
lease, exchange or conveyance of all or any part of the property, assets or
business of the Corporation shall be deemed to be a liquidation, dissolution
or winding up of the Corporation for purposes of this Section 6.

      Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the
shares of Series C Convertible Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) into which or for which each
share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision, combination or consolidation
of the outstanding Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth
in the preceding sentence with respect to the exchange or change of shares of
Series C Convertible Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denomination of which
is the number of shares of Common Stock that were outstanding immediately
prior to such event.

      Section 8. Redemption. The shares of Series C Convertible Preferred
Stock shall be redeemable at $4.00 per share.

      Section 9. Amendment. The Amended and Restated Certificate of
Incorporation, as amended, of the Corporation shall not be further amended in
any manner which would materially alter or change the powers, preferences or
special rights of the Series C Convertible Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of at least fifty
percent of the outstanding shares of Series C Convertible Preferred Stock,
voting together as a single class.

      Section 10. Fractional Shares. Series C Convertible Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
participate in distributions and to have the benefit of all other rights of
holders of Series C Convertible Preferred Stock.

      Section 11. Conversion. The holders of the Series C Convertible
Preferred Stock shall have the following rights with respect to the conversion
of the Series C Convertible Preferred Stock into shares of Common Stock (the
"Conversion Rights"):

            (A) Conversion.  Subject to and in compliance with the provisions
of this Section 11, any shares of Series C Convertible Preferred Stock may, at
any time after June 1, 2005, at the option of the holder or the Corporation,
be converted into fully paid and nonassessable shares of Common Stock (a
"Conversion").  The number of shares of Common Stock to which a holder of
Series C Convertible Preferred Stock shall be entitled upon a Conversion shall
be the product obtained by multiplying the number of shares of Series C
Convertible Preferred Stock being converted by eight hundred  (800), subject
to adjustment as set forth in this Section 11.

            (B) Mechanics of the Conversion.  Upon a Conversion, the holder
of  Series C Convertible Preferred Stock shall  surrender  the  applicable
certificate  or certificates  therefore,  duly endorsed, at the office of the
Corporation or any transfer  agent  for the  Series C Convertible Preferred
Stock,  and, shall give written notice to the Corporation of the Conversion
and the  number  of  shares  of  Series C Convertible Preferred Stock being
converted.  Thereupon, the Corporation shall promptly issue and deliver to
such holder a certificate or certificates for the number of shares of Common
Stock to which such holder is entitled.

            (C) Adjustment for Reclassification, Exchange and Substitution.
If at any  time or  from  time to time  after  the  Common  Stock issuable
upon the conversion of the Series C Convertible Preferred Stock  is changed
into the same or a different  number  of  shares  of any class or  classes  of
stock,  whether  by recapitalization,  reclassification  or  otherwise  (other
than  a  transaction provided  for  elsewhere  in this  Section  11), in any
such event each holder of Series C Convertible Preferred Stock  shall have the
right, but not the obligation, thereafter  to convert  such stock into the
kind and amount of stock and other securities and property  receivable upon
such recapitalization,  reclassification  or other  change by holders of the
maximum number of shares of Common  Stock into which such shares of Series C
Convertible Preferred Stock  could have been converted immediately prior to
such recapitalization, reclassification or change,  all subject to further
adjustment as provided herein or with respect to such other securities or
property by the terms thereof.

            (D) Reorganizations, Mergers, Consolidations or Sales of Assets.
If at any time or from time to time after the date of  issuance  of the Series
C Convertible Preferred Stock ,  there is a capital  reorganization  of the
Common  Stock (other than a transaction  provided for elsewhere in this
Section 11), as a part of such capital  reorganization,  provision  shall  be
made so that the  holders  of the Series C Convertible Preferred Stock  shall
thereafter  be entitled to receive upon  conversion of the Series C
Convertible Preferred Stock  the number of shares of stock or other
securities or property of the  Corporation  to which a holder of the  number
of  shares  of Common  Stock deliverable   upon   conversion   would  have
been  entitled  on  such  capital reorganization,  subject to adjustment in
respect of such stock or securities by the terms thereof.

            (E) Fractional Shares.  Any fractional share resulting from the
conversion of the Series C Convertible Preferred Stock may be rounded up to
the nearest whole share at the discretion of the Corporation.

            (F) Reservation of Stock Issuable Upon Conversion.  The
Corporation  shall at all times after June 1, 2005, 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 C
Convertible 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 C Convertible Preferred Stock .  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 C Convertible Preferred Stock,  the Corporation  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.

      Section 12.  Notices.  Any notice required by the provisions of this
Certificate of Designation shall be in writing and shall be deemed
effectively  given:  (i) upon personal delivery to the party to be notified,
(ii) when sent by confirmed telex or facsimile if sent during normal  business
hours of the  recipient;  if not, then on the next business day,  (iii) three
(3) days after having been sent by registered or certified mail, return
receipt requested,  postage prepaid,  or (iv) one (1) day after deposit with a
nationally  recognized  overnight courier, specifying next day delivery,  with
written verification of receipt. All notices shall be addressed to each holder
of record at the address of such holder appearing on the books of the
Corporation.

      Section 13.  No Impairment. The Corporation will not, by amendment of
its Amended and Restated Certificate of  Incorporation, as amended, or through
any  reorganization, recapitalization,  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  Corporation but will at
all times in good faith assist in the carrying  out of all the provisions of
this Certificate of Designation and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the
holder of the Series C Convertible Preferred Stock  against impairment.

       IN WITNESS WHEREOF, said GK Intelligent Systems, Inc. has caused this
Certificate of Designation to be signed by its duly authorized officer this
1st day of April, 2005.


                                   GK INTELLIGENT SYSTEMS, INC.



                                   By   /s/ Gary F. Kimmons
                                      ----------------------------------------
                                        Gary F. Kimmons,
                                        Chief Executive Officer and President