Exhibit 3.4

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

of the

SERIES A PREFERRED STOCK

of

INTELLIGENTIAS, INC.

Pursuant to Section 78.1955 
                  of the Nevada General Corporation Law

Intelligentias, Inc., a corporation organized and existing under the laws of the state of Nevada (the "Company"), hereby
certifies that the Board of Directors of the Company, in accordance with Section 78.1955 of the Nevada General Corporation Law, hereby
consents to the following actions and adopts the following resolutions:

FIRST:  The Articles of Incorporation of the Company, as amended to date, authorizes the blank check issuance of Series A
Convertible Preferred Stock with term and conditions as determined by the Board of Directors.

SECOND:  The Board of Directors of the Company duly adopted the following resolutions authorizing the creation of a new series of
such Series A Convertible Preferred Stock, to be known as "Series A Convertible Preferred Stock", stating that 12,500,000 shares of
the authorized and unissued Series A Convertible Preferred Stock shall constitute such series, and setting forth a statement of the voting
powers, designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions
thereof as follows:

BE IT RESOLVED, that the terms of the Series A Convertible Preferred Stock shall be as follows:

1. Designation of Series A Preferred Stock.  The rights, preferences, privileges and restrictions granted to and imposed on the Series
A Convertible Preferred Stock, $0.0001 par value per share (the "Series A Preferred Stock"), are set forth below.  The
number of shares of Series A Preferred Stock shall initially be 12,500,000.
2. Board of Directors.  The holders of at least a majority of the votes attributable to the then outstanding shares of Series A Preferred
Stock (the "Required Holders") shall have the right to designate one individual (the "Series A Director")
to serve on the Board of Directors of the Company, provided that at least 6,250,000 shares of Series A Preferred Stock remain
outstanding.  No member of the Board of Directors designated pursuant to this Section may be

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1. Series A Preferred Stock Dividends.

3.1.    In the event that the Board of Directors of the Company shall declare a dividend payable upon the then outstanding shares of common
stock of the Company (the "Common Stock") (other than a stock dividend on the Common Stock payable solely in the form
of additional shares of Common Stock), the holders of the Series A Preferred Stock shall be entitled to receive the amount of dividends per
share of Series A Preferred Stock that would be payable on the number of whole shares of the Common Stock into which each share of such
Series A Preferred Stock held by each holder could be converted pursuant to the provisions of Section 6 below, such number to be
determined as of the record date for the determination of holders of Common Stock entitled to receive such dividend.3.2.    The Board of Directors of the Company may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled
to receive payment of a dividend declared thereon, which record date shall be no more than 60 days and no less than 10 days prior to the date
fixed for the payment thereof.
2. Liquidation Events.

4.1.    Liquidation Preference.  Upon (i) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or
(ii) unless other wise agreed by the holders of the Series A Preferred Stock, (A) a merger or consolidation of the Company with or
into another entity (except for a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger
or consolidation continue to hold at least 50% of the outstanding voting power of such surviving Company), (B) the sale or transfer of all
or substantially all of the assets of the Company (for this purpose "substantially all" shall mean properties or assets with a fair market
value equal to 60% or more of the fair market value of the Company's total properties or assets as of the end of the most recent fiscal quarter
and "sale" shall not include a bona fide pledge of assets), (C) any sale of shares of capital stock of the Company (either
through a negotiated stock purchase or a tender for such shares) in one or more related transactions except for a sale of shares of capital stock
in which the holders of capital stock of the Company immediately prior to such sale of stock continue to hold at least 50% of the outstanding
voting power of the Company after such sale of shares of capital stock, or (D) the repurchase by the Company of shares of capital stock
of the Company (other than the Series A Preferred Stock in accordance with the terms hereof) such that the holders of capital stock of the
Company immediately prior to such repurchase do not hold at least 50% of the outstanding voting power of the Company after such repurchase
(each of the transactions or events described in Sections (i) and (ii) (A) - (D) of this Section 4.1 is referred to as a
"Liquidation Event" herein), each holder of outstanding shares of Series A Preferred Stock shall be entitled to be paid out of
the consideration payable to the stockholders of the Company (in the case of a merger or consolidation, for example) or of the consideration
payable to the Company (net of obligations owed by the Company) together with all other available assets of the Company (in the case of an
asset sale, for example), as the case may be, whether such assets are capital, surplus or capital

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1. Voting Power.  Each holder of Series A Preferred Stock shall be entitled to the number of votes equal to the number of whole
shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible (as adjusted from time to time
pursuant to Section 6 hereof) as of the record date, at each meeting of stockholders of the Company (and written actions of
stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Company for their action or
consideration.  Holders of Series A Preferred Stock shall be entitled to notice of any meeting of stockholders and, except as otherwise provided
herein or otherwise required by law, to vote together as a single class.
2. Conversion.  The holders of the Series A Preferred Stock shall have optional conversion rights as follows (the
"Conversion Rights"):

6.1.    Right to Convert.(a)	Conversion Price.  Each share of Series A Preferred Stock shall be convertible, in whole or in part, at the option of the
holder thereof, at any time and from time to time, and

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1. Protective Covenants.  The Company shall not, and shall not permit any company or trust of which the Company directly or
indirectly owns at the time 50% or more of the outstanding shares that represent either 50% of the voting power, 50% of the economic power, or
control of the board of directors of such company or trust, other than directors' qualifying shares (a "Subsidiary") to, without
the prior written consent of Required Holders voting together as a single class:

(a)  increase or decrease (whether by amendment to the Articles of Incorporation or by reclassification, merger, consolidation, reorganization or
otherwise) the number of authorized shares of any series of Series A Preferred Stock;(b)  authorize or issue (by amendment to the Articles of Incorporation or by reclassification, merger, consolidation, reorganization or otherwise)
any class or series of capital stock or securities convertible into capital stock with equal or superior rights to those of the Series A Preferred
Stock;(c)  whether by amendment to the Articles of Incorporation or by reclassification, merger, consolidation, reorganization or otherwise, (i) alter,
amend or waive any rights, preferences or privileges of the Series A Preferred Stock or (ii) otherwise alter, amend or waive any provisions of the
Company's Articles of Incorporation or by-laws in a manner adverse to the holders of the Series A Preferred Stock;(d)  authorize, declare or pay any dividend (other than dividends payable solely in Common Stock) on any share of the capital stock of the
Company or any Subsidiary; or(e)  redeem, purchase or otherwise acquire for value any share or shares of the capital stock of the Company or any Subsidiary.
2. Fundamental Transaction.  If any Fundamental Transaction (as defined in the Warrants issued pursuant to the Securities
Purchase Agreement dated on or about October [   ], 2007 by and among the Company and the investors listed on Exhibit A thereto (pursuant
to which, among other things, the Company issued and sold the Series A Preferred Stock) as in affect on their date of initial issuance)
constitutes or results in (a) a "going private" transaction as defined in Rule 13e-3 under the Exchange Act, (b) an acquisition of the
Company primarily for cash, or (c) an acquisition, merger or sale with or into a person not traded on an eligible trading market, then the
Company shall not enter into or consummate such a Fundamental Transaction without the prior written consent of the Required Holders.

(Signature Page Follows)

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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Company on this 19th day of October, 2007.

INTELLIGENTIAS, INC.



/s/ Luigi Caramico											Name:  Luigi Caramico
   							Title:    President

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