CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES,
                 AND PRIVILEGES OF THE SERIES A PREFERRED STOCK
                            OF NUTRASTAR INCORPORATED

                            a California Corporation


The undersigned, Patricia McPeak and Edward G. Newton hereby certify that:

     1. Ms. Peak is the duly elected Chief  Executive  Officer and President and
Mr. Newton is the duly elected Secretary of NutraStar Incorporated, a California
corporation (the "Corporation").

     2. The  Corporation  has  authorized  the issuance of 10,000,000  shares of
preferred stock and no shares of preferred stock have been previously issued.

     3. Pursuant to the  authority  conferred  upon the Board of Directors  (the
"Board") by the Restated Articles of Incorporation of the Corporation, the Board
on December 13, 2001, adopted the following resolution,  creating a first series
of 3,000,000 shares of preferred stock (the "Preferred Stock") designated as the
Series A  Preferred  Stock (the  "Series A  Preferred  Stock")  and no shares of
Series A Preferred Stock have been previously issued:

         RESOLVED, that pursuant to the authority granted to the Board under the
         Articles of Incorporation of the  Corporation,  ("Articles"),  there is
         hereby created and the Corporation be, and it hereby is,  authorized to
         issue 3,000,000 shares of a first series of preferred stock, designated
         "SERIES A PREFERRED STOCK",  which shall have, in addition to the terms
         set  forth  in  the   Articles,   the  following   terms,   conditions,
         designation,   preferences  and  privileges,  relative,  participating,
         optional and other special rights, and qualifications,  limitations and
         restrictions,  as set forth in this  Certificate  of  Designation  (the
         "Certificate of Designation").

     A.  Designation  and Amount.  The Company  shall have a series of preferred
         -----------------------
stock  which  shall be  designated  the  Series A  Preferred  Stock  ("Series  A
Preferred  Stock") and the number of shares initially  constituting  such series
shall be 3,000,000, no par value.

     B. Rights,  Preferences,  Privileges and  Restrictions.  Series A Preferred
        ---------------------------------------------------
Stock shall have the respective rights, preferences, privileges and restrictions
as follows:

1. Rank. The Series A Preferred Stock will rank, with respect to dividend rights
and rights on liquidation,  winding-up and dissolution, senior to all classes of
common  stock of the  Corporation,  as they exist on the date  hereof or as such
stock may be constituted  from time to time (the "Common  Stock");  and (b) each
other class of capital stock and series of Preferred  Stock  established  by the
Board (collectively, together with the Common Stock, the "Junior Securities") to
the extent the terms of such stock do not expressly provide that it ranks senior
to or on a parity  with the Series A Preferred  Stock as to dividend  rights and
rights on  liquidation,  winding  up and  dissolution  ("Senior  Securities"  or
"Parity Securities," respectively).



                                                                     EXHIBIT 4.1
                                       1
<PAGE>

2.  Dividends.  Subject to the rights of any series of Preferred  Stock that may
from time to time come into  existence,  the  holders of the Series A  Preferred
Stock will be  entitled to receive a  cumulative  dividend of $0.07 per annum in
preference  and prior to the payment of any  dividend on the Common Stock of the
Corporation. The accumulated dividend shall only be payable upon Liquidation (as
provided  for in Section 3 below) or  Redemption  (as  provided for in Section 6
below).          ---------

3.  Liquidation  Rights.  The  "Stated  Value"  of each  share  of the  Series A
Preferred   Stock  shall  be  $1.00  (as  adjusted  for  any  stock   dividends,
combinations  or  splits  with  respect  to such  shares),  which is 100% of the
Original Series A Issue Price (as defined below).  For purposes of this Article,
"Original  Series A Issue Price" shall mean $1.00. In the event of any voluntary
or involuntary liquidation,  dissolution or winding-up of the Corporation, after
satisfaction  of the claims of creditors and before any payment or  distribution
of assets and any  surplus  funds is made on any Junior  Securities,  including,
without limitation,  the Common Stock, (a) the holders of the Series A Preferred
Stock shall receive  liquidation  preference equal to the Stated Value and shall
receive an amount  equal to all declared  and unpaid  dividends  with respect to
their respective shares through and including the date of distribution,  and (b)
the  holders of any Parity  Securities  shall be  entitled  to receive an amount
equal to the full respective liquidation  preferences (including any premium) to
which they are  entitled  and shall  receive an amount equal to all declared and
unpaid dividends with respect to their  respective  shares through and including
the date of distribution.  If, upon such a voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation,  the assets of the Corporation are
insufficient to pay in full the amounts  described above as payable with respect
to the Series A Preferred  Stock and any Parity  Securities,  the holders of the
Series A Preferred  Stock and such Parity  Securities  will share ratably in any
distribution  of assets of the  Corporation  in proportion  to their  respective
liquidation preferences until such preferences are paid in full. Thereafter, the
remaining  assets of the Company will be distributed  exclusively to the holders
of Common  Stock.  No other  distributions  shall be made to the  holders of the
Series A Preferred Stock.  The sale or transfer of all or  substantially  all of
the assets of the Corporation and the merger or consolidation of the Corporation
into or with any  other  corporation  shall be deemed  to be a  liquidation  for
purposes of liquidation  preference to the extent that the  shareholders  of the
Corporation  immediately  preceding  such  event  do not own a  majority  of the
outstanding shares of the surviving corporation.

4. Voting Rights.  The holders of the Series A Preferred  Stock will be entitled
to that number of votes on all matters  presented to the  shareholders  equal to
the  number of shares of Common  Stock then  issuable  upon  conversion  of such
shares of the Series A Preferred Stock. Except as required by law, the Preferred
Stock will vote with the Common Stock and not as a separate class.

5. Conversion.

     (a) Right to  Convert.  Each  share of the  Series A  Preferred  Stock (the
         -----------------
rights  to  convert  described  in this  Section  5(a)  are  referred  to as the
                                         -------------
"Conversion Rights") (i) will convert at the option of the individual holders at
any time,  and (ii)  shall  automatically  convert  upon the  occurrence  of the
Qualified  Public  Trading  Benchmark (as defined  below).  The term  "Qualified
Public  Trading  Benchmark"  means (1) the Common  Stock is listed for sale on a
national stock exchange, its sales price is quoted on the National Market System
or the SmallCap Market of the National Association of Securities Dealers, Inc.'s
automated  quotation  system at twice  the then  Conversion  Price  (as  defined
below),  (2) the  Common  Stock is  listed  for  trading  on the New York  Stock



                                                                     EXHIBIT 4.1
                                       2
<PAGE>

Exchange, Inc. or the American Stock Exchange, Inc. at twice the then Conversion
Price, or (3) the Common Stock is quoted on the Over-the-Counter  Bulletin Board
at an  average  bid  price of at least  $1.25  per  share  over any  thirty  day
consecutive  period. The Series A Preferred Stock shall convert into that number
of shares of Common Stock equal to the quotient of (i) the product of the number
of shares of Series A Preferred Stock to be converted multiplied by the Original
Series A Issue Price, divided by (ii) the Conversion Price (as defined below).


     (b)  Anti-dilution  Provisions.  The  "Conversion  Price," for  purposes of
          -------------------------
determining the number of shares of Common Stock issuable upon conversion of the
Series A Preferred  Stock shall be $1.00,  which is the Original  Series A Issue
Price, and is subject to adjustment after the issuance of the Series A Preferred
Stock from time to time as follows:

     (i) Adjustment for Stock Splits and Combinations. If the Corporation at any
         --------------------------------------------
time or from time to time effects a subdivision of the outstanding Common Stock,
the Conversion Price then in effect  immediately before the subdivision shall be
inversely  proportionately  increased or decreased.  Any  adjustment  under this
Section  5(b)(i) shall become  effective as of the date and time the subdivision
         -------
or combination  becomes  effective.  For example,  if the Corporation  effects a
2-for-1  stock split,  whereby  holders of Common Stock  receive one  additional
share of Common  Stock  for each  share of Common  Stock  outstanding,  then the
Conversion Price will be reduced in half.

     (ii) Adjustment for Certain Dividends and  Distributions.  In the event the
          ---------------------------------------------------
Corporation  at any time or from time to time makes,  or fixes a record date for
the determination of holders of Common Stock entitled to receive,  a dividend or
other  distribution  payable in additional  shares of Common Stock,  then and in
each such event the Conversion Price then in effect shall be decreased as of the
time of such  issuance  or, in the event such a record date is fixed,  as of the
close of business on such record date, by multiplying the Conversion  Price then
in effect  by a  fraction:  (A) the  numerator  of which is the total  number of
shares of Common Stock issued and outstanding  immediately  prior to the time of
such  issuance  or the  close  of  business  on such  record  date;  and (B) the
denominator  of which shall be the total number of shares of Common Stock issued
and outstanding  immediately  prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock  issuable
in payment of such dividend or  distribution;  provided,  however,  that if such
                                               --------   -------
record  date  is  fixed  and  such  dividend  is  not  fully  paid,  or if  such
distribution is not fully made on the date fixed therefor,  the Conversion Price
shall be  recomputed  to reflect  that such  dividend was not fully paid or that
such  distribution was not fully made as of the close of business on such record
date, and thereafter  the  Conversion  Price shall be adjusted  pursuant to this
Section  5(b)(ii)  as of the  time  of  actual  payment  of  such  dividends  or
-----------------
distributions.

     (iii) Adjustments for Other Dividends and  Distributions.  In the event the
           --------------------------------------------------
Corporation  at any time or from time to time makes,  or fixes a record date for
the determination of holders of Common Stock entitled to receive,  a dividend or
other distribution payable in securities of the Corporation other than shares of
Common Stock,  then and in each such event  provision  shall be made so that the
holder shall receive upon exercise of the conversion  rights, in addition to the
number of shares of Common Stock receivable thereupon,  the amount of securities
of the  Corporation  which the holder would have  received had the shares of the
Series A Preferred  Stock been  converted  into Common Stock on the date of such



                                                                     EXHIBIT 4.1
                                       3
<PAGE>

event and had it  thereafter,  during the period  from the date of such event to
and including the date of conversion,  retained such securities receivable by it
as aforesaid  during such period,  subject to all other  adjustments  called for
during such period  under this Section  5(b)(iii)  with respect to the rights of
the holder.                             ---------

     (iv) Adjustment for  Reclassification,  Exchange and  Substitution.  If the
          --------------------------------------------------------------
Common Stock  issuable  upon the  conversion of shares of the Series A 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  subdivision  or  combination  of shares or stock  dividend  or a
reorganization,  merger, consolidation or sale of assets, provided for elsewhere
in this Section  5(b)),  then and in such event each holder shall have the right
        -------------
thereafter,  upon conversion,  to receive the kind and amount of stock and other
securities and property  receivable upon such  reorganization or other change in
an amount equal to the amount that the holder  would have been  entitled to have
had it  immediately  prior to such  reorganization,  reclassification  or change
converted  such  shares,  but  only  to the  extent  such  shares  are  actually
converted, all subject to further adjustment as provided herein.

     (v) Reorganization,  Mergers,  Consolidations or Sales of Assets. If at any
         ------------------------------------------------------------
time or from time to time there is a capital  reorganization of the Common Stock
(other than a recapitalization,  subdivision,  combination,  reclassification or
exchange of the Common  Stock  provided for  elsewhere in this Section  5(b)) or
                                                               --------------
merger or consolidation of the Corporation with or into another corporation,  or
the sale of all or substantially all of the Corporation's  properties and assets
to  any  other  person,  then,  as  a  part  of  such  reorganization,   merger,
consolidation  or  sale,  provision  shall  be  made so that  the  holder  shall
thereafter  be entitled  to receive  upon  conversion  of shares of the Series A
Preferred Stock (and only to the extent such shares are  converted),  the number
of shares of stock or other securities or property of the Corporation, or of the
successor  corporation  resulting from such merger or  consolidation or sale, to
which a holder  of  Common  Stock,  or other  securities,  deliverable  upon the
conversion  of such shares would  otherwise  have been  entitled on such capital
reorganization,  merger,  consolidation  or sale. In any such case,  appropriate
adjustments  shall be made in the  application of the provisions of this Section
                                                                         -------
5(b)  (including  adjustments  of the  Conversion  Price  then in effect and the
----
number of shares of Common Stock  purchasable  upon  conversion  of such shares)
which shall be applicable after such events;  provided,  however,  that any such
                                              --------   -------
adjustments  shall be made so as to insure that the  provisions  of this Section
                                                                         -------
5(b)  applicable  after such events shall be as equivalent as may be practicable
----
to the provisions of this Section 5(b) applicable before such events.
                          -----------

     (c) Certificate of Adjustment. In any case of an adjustment or readjustment
         -------------------------
of the  Conversion  Price or the  number of shares  of  Common  Stock,  or other
securities issuable upon conversion, the Corporation shall promptly compute such
adjustment or  readjustment  in accordance  with the  provisions  hereof and its
chief financial  officer shall prepare a certificate  showing such adjustment or
readjustment,  and shall mail such  certificate,  by express mail or  recognized
express  delivery,  postage  prepaid,  to the holder at the holder's  address as
shown  in  the  Corporation's  books.  The  certificate  shall  set  forth  such
adjustment  or  readjustment,  showing  in detail  the  facts  upon  which  such
adjustment or readjustment is based including a statement of: (A) the Conversion
Price at the time in  effect,  and (B) the type  and  amount,  if any,  of other
property  which at the time would be received  upon  conversion of the shares of
the Series A Preferred Stock.



                                                                     EXHIBIT 4.1
                                       4
<PAGE>

     (d) Fractional Shares. No fractional shares of Common Stock shall be issued
         -----------------
upon conversion of the Series A Preferred Stock, and any portion of the Series A
Preferred  Stock  surrendered for conversion  which would otherwise  result in a
fractional  share of Common  Stock shall be redeemed for cash in an amount equal
to the  product of such  fraction  multiplied  by the fair  market  value of the
Common Stock on the last  business day prior to  conversion as determined by the
Board.

         (i)  Mechanics  of  Conversion.  Before  any  holder  of the  Series  A
              -------------------------
Preferred Stock may  voluntarily  convert such stock into shares of Common Stock
and receive certificates  therefor,  such holder shall surrender the certificate
or certificates for the Series A Preferred Stock to be converted, duly endorsed,
at the  office of the  Corporation  or of any  transfer  agent for the  Series A
Preferred Stock, and shall give written notice to the Corporation at such office
that such holder elects to convert the same. The Corporation shall,  within five
(5) days after such delivery, issue and deliver at such office to such holder of
the Series A Preferred  Stock (or to any other  person  specified  in the notice
delivered by such holder) a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as aforesaid  and a check
payable to the holder for any cash amounts payable as the result of a conversion
into fractional  shares of Common Stock. Such conversion shall be deemed to have
been  made  immediately  prior  to the  close  of  business  on the date of such
surrender of the shares of the Series A 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. In case any certificate for
shares of the Series A Preferred  Stock shall be  surrendered  for conversion of
only a part of the shares  represented  thereby,  the Corporation  shall deliver
within five (5) days at such  office to or upon the written  order of the holder
thereof,  a certificate or certificates for the number of shares of the Series A
Preferred Stock represented by such surrendered  certificate which are not being
converted. Notwithstanding the foregoing, the Corporation shall not be obligated
to issue  certificates  evidencing the shares of Common Stock issuable upon such
conversion  unless the certificates  evidencing the Series A Preferred Stock are
either  delivered to the Corporation or its transfer agent or the Corporation or
its transfer agent shall have received  evidence  satisfactory  to it evidencing
that such  certificates  have been lost,  stolen or destroyed  and the holder of
such  Series  A  Preferred  Stock  executes  an  agreement  satisfactory  to the
Corporation  to  indemnify  the  Corporation  from  any loss  incurred  by it in
connection  with such  certificates.  The issuance of  certificates of shares of
Common Stock issuable upon  conversion of shares of the Series A Preferred Stock
shall be made  without  charge to the  converting  holder for any tax imposed in
respect of the issuance  thereof;  provided  that the  Corporation  shall not be
required  to pay any tax which  may be  payable  with  respect  to any  transfer
involved in the issue and delivery of any  certificate in a name other than that
of the holder of the shares of the Series A Preferred Stock being converted.  If
the conversion is in connection with a Qualified Public Trading  Benchmark,  the
conversion shall be conditioned upon the occurrence of such event, in which case
the person(s) entitled to receive the Common Stock issuable upon such conversion
of the  Series A  Preferred  Stock  shall not be deemed to have  converted  such
Series A Preferred  Stock  until  immediately  prior to such event.  All accrued
dividends shall be cancelled upon conversion of the Series A Preferred Stock.

6.  Redemption.  The shares of Series A  Preferred  Stock  shall be  redeemed as
    ----------
follows:


                                                                     EXHIBIT 4.1
                                       5
<PAGE>

     (a)  Mandatory  Redemption  By the  Corporation.  Upon  the  five-year  (5)
          ------------------------------------------
anniversary  of the date the first share of Series A  Preferred  Stock is issued
(the "Issuance  Date"),  the  Corporation  shall redeem any and all  outstanding
shares of Series A Preferred Stock.

     (b) Optional Redemption by Corporation.  Upon 30 days' prior written notice
         ----------------------------------
to the holder of Series A Preferred  Stock,  the  Corporation may redeem any and
all outstanding shares of Series A Preferred Stock.

     (c) Redemption Price and Payment. The shares of Series A Preferred Stock to
         ----------------------------
be redeemed  pursuant to this  Section  6(a) or 6(b) shall be redeemed by paying
                               --------------------
for each share in cash an amount  equal to $1.00 per share plus,  in the case of
each share an amount  equal to all accrued  and unpaid  dividends  declared  but
unpaid  thereon,  if  any,  computed  as of the  date of  said  redemption  (the
"Redemption Date"), such amount being referred to as the "Redemption Price".

     (d)  Redemption  Mechanics.  At least 45 but not more than 60 days prior to
          ---------------------
each Redemption Date, written notice (the "Redemption Notice") shall be given by
the  Corporation  by delivery in person,  certified or registered  mail,  return
receipt  requested,  telecopier or telex, to each holder of record (at the close
of business on the business day next  preceding the day on which the  Redemption
Notice is given) of shares of Series A Preferred  Stock notifying such holder of
the redemption and specifying the Redemption  Price,  such Redemption  Date, the
number of shares of Series A  Preferred  Stock to be  redeemed  from such holder
(computed on a pro rata basis in accordance  with the number of such shares held
by all  holders  thereof)  and the place  where said  Redemption  Price shall be
payable.  The Redemption Notice shall be addressed to each holder at his address
as shown by the records of the Corporation. From and after the close of business
on a Redemption  Date,  unless there shall have been a default in the payment of
the  Redemption  Price,  all rights of  holders of shares of Series A  Preferred
Stock  (except  the right to receive  the  Redemption  Price)  shall  cease with
respect to the shares to be redeemed on such  Redemption  Date,  and such shares
shall not thereafter be transferred on the books of the Corporation or be deemed
to be outstanding  for any purpose  whatsoever.  If the funds of the Corporation
legally  available  for  redemption  of shares of Series A Preferred  Stock on a
Redemption Date are  insufficient to redeem the total number of shares of Series
A Preferred  Stock to be redeemed on such  Redemption  Date, the holders of such
shares shall share ratably in any funds legally available for redemption of such
shares according to the respective amounts which would be payable to them if the
full  number of shares to be  redeemed  on such  Redemption  Date were  actually
redeemed. The shares of Series A Preferred Stock required to be redeemed but not
so redeemed shall remain  outstanding and entitled to all rights and preferences
provided herein. At any time thereafter when additional funds of the Corporation
are legally  available  for the  redemption of such shares of Series A Preferred
Stock,  such  funds  will be  used,  at the end of the  next  succeeding  fiscal
quarter, to redeem the balance of such shares, or such portion thereof for which
funds are then legally available, on the basis set forth above.

     (e)  Redeemed or  Otherwise  Acquired  Shares to be Retired.  Any shares of
          ------------------------------------------------------
Series A  Preferred  Stock  redeemed  pursuant  to this  Section 6 or  otherwise
                                                         ---------
acquired by the Corporation in any manner whatsoever shall be canceled and shall
not under any  circumstances  be reissued;  and the Corporation may from time to
time take  such  appropriate  corporate  action  as may be  necessary  to reduce
accordingly the number of authorized shares of Series A Preferred Stock.




                                                                     EXHIBIT 4.1
                                       6
<PAGE>

7. Reserved Shares. So long as any shares of the Series A Preferred Stock remain
outstanding,  the Corporation agrees to keep reserved for issuance in connection
with the  conversion  of the Series A  Preferred  Stock at all times a number of
authorized  but unissued  shares of Common Stock at least equal to the number of
shares of Common Stock issuable upon  conversion at the Conversion  Price of all
of the Series A Preferred Stock  outstanding at such time. The Corporation shall
take all action necessary so that Common Stock so issued will be validly issued,
fully paid and non-assessable.

8.  Preemptive  Rights.  The Series A  Preferred  Stock is not  entitled  to any
preemptive  or  subscription   rights  in  respect  of  any  securities  of  the
Corporation.

9. Notices. Except as otherwise provided herein, all notices, requests, demands,
and other  communications  under this  Article  shall be in writing and shall be
deemed to have been duly given if delivered by certified or  registered  mail or
when sent by telex or telecopier  (with receipt  confirmed),  provided a copy is
also sent by express (overnight, if possible) courier, addressed (i) in the case
of a holder of Series A Preferred  Stock, to such holder's address as it appears
on the books of the Corporation, and (ii) in the case of the Corporation, to the
Corporation's  principal executive offices to the attention of the Corporation's
President.

10.  Severability  of  Provisions.  Whenever  possible,  each  provision of this
Article  shall be  interpreted  in a manner as to be  effective  and valid under
applicable  law,  but if any  provision  hereof is held to be  prohibited  by or
invalid under  applicable law, such provision  shall be ineffective  only to the
extent of such  prohibition or  invalidity,  without  invalidating  or otherwise
adversely  affecting the remaining  provisions  hereof.  If a court of competent
jurisdiction  should  determine  that a  provision  hereof  would  be  valid  or
enforceable  if a period of time were  extended  or  shortened  or a  particular
percentage were increased or decreased,  then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.









                     [REMAINDER OF PAGE INTENTIONALLY BLANK]





                                                                     EXHIBIT 4.1
                                       7
<PAGE>


IN WITNESS  WHEREOF,  the  undersigned  have caused this  certificate to be duly
executed this ___ day of December, 2001.


                                           ----------------------------
                                           Patricia McPeak
                                           Chief Executive Officer and President



                                           -----------------------------
                                           Edward G. Newton
                                           Secretary


We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

Executed in El Dorado Hills, California, on December ___, 2001.






                                           ------------------------------
                                           Patricia McPeak
                                           Chief Executive Officer and President




                                           ------------------------------
                                           Edward G. Newton
                                           Secretary










                   CERTIFICATE OF DETERMINATION SIGNATURE PAGE






                                                                     EXHIBIT 4.1
                                       8