Exhibit 4.1

                          CERTIFICATE OF DESIGNATIONS,
               PREFERENCES AND RIGHTS OF SERIES AA PREFERRED STOCK

                                       OF

                              110 MEDIA GROUP, INC.

                           (Pursuant to Section 151(g)
                    of the Delaware General Corporation Law)


                  It is hereby certified that:

                  1.  That name of the  corporation  is 110  MEDIA  GROUP,  INC.
(hereinafter called the "Corporation").

                  2. That, pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated  Certificate of Incorporation,  as amended
to date,  of the said  Corporation  and  pursuant to the  provisions  of Section
151(a) of the Delaware  General  Corporation  Law,  the Board of Directors  (the
"Board") on November 30, 2004 duly adopted,  by all necessary action on the part
of the Corporation,  the following  resolution creating a series of Four Hundred
Fifty  Thousand  (450,000)  shares of Preferred  Stock  designated  as Series AA
Preferred Stock;

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of the  Corporation in accordance  with the provisions
of its Amended and Restated  Certificate of  Incorporation,  as amended to date,
the Board hereby creates a series of Preferred Stock, par value $.001 per share,
of the  Corporation  and hereby states the  designation and number of shares and
fixes the relative rights,  preferences and limitations  thereof (in addition to
the   provisions   set  forth  in  the  Amended  and  Restated   Certificate  of
Incorporation of the Corporation, which are applicable to the Preferred Stock of
all classes and series), as follows:

                               Series AA Preferred

                  1. Designation;  Rank. This series of Preferred Stock shall be
designated the "Series AA Convertible Preferred Stock" with a par value of $.001
per share (the "Series AA Preferred").  The Series AA Preferred shall rank, with
respect to dividend rights and rights on redemption, liquidation, winding-up and
dissolution,  (i) 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 to each other class of capital stock or series of
preferred  stock issued by the  Corporation  or  established by the Board to the
extent the terms of such stock do not expressly  provide that it ranks senior to
or on parity with,  the Series AA Preferred as to dividend  rights and rights on
redemption, liquidation, winding-up and dissolution (collectively, together with
the Common Stock, the "Junior Securities"),  and (ii) junior to each other class
of capital  stock or series of  preferred  stock  issued by the  Corporation  or

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established by the Board to the extent the terms of such stock expressly provide
that it will rank senior to the Series AA  Preferred  as to dividend  rights and
rights on redemption, liquidation, winding-up and dissolution (collectively, the
"Senior Securities").

                  2.  Authorized   Number.   The  authorized  number  of  shares
constituting the Series AA Preferred shall be 450,000 shares.

                  3. Dividends.  (a) The holders of Series AA Preferred shall be
entitled  to receive,  when and as  declared  by the Board out of funds  legally
available therefor, cumulative dividends as provided in this Subsection 3.

                  (b)  Dividends  shall  accrue  on  shares  of  the  Series  AA
Preferred  at an annual  rate of 7% of the  Stated  Value per share of Series AA
Preferred,  and will be payable if, as and when declared by the Board. Dividends
shall accrue from and  including the date of issuance of the Series AA Preferred
and shall be cumulative (whether or not earned or declared). Except as otherwise
provided in  paragraph  (c) below,  all  dividends  shall be payable in cash out
funds legally available therefor.

Dividends  shall be payable in arrears  quarterly  on the last  Business  Day of
March,  June,  September  and  December of each year (each of such dates being a
"Dividend  Payment  Date"  and  each  such  period  being a  "Dividend  Period")
commencing  on  December  31,  2004.  The  Board  may fix a record  date for the
determination  of holders of shares of Series AA  Preferred  entitled to receive
payment of any dividend or any distribution declared thereon,  which record date
shall not be more than 60 days prior to the  respective  Dividend  Payment Date.
Dividends shall accrue (whether earned or declared) on an annual basis,  whether
in any  Dividend  Period  or  Periods  there  shall be funds of the  Corporation
legally available for the payment of such dividends.  The amount of dividends to
be  accrued  for any  Dividend  Period  or for any  period  shorter  than a full
Dividend  Period on the Series AA Preferred  shall be computed on the basis of a
360-day year and the actual number of days in such period.

                  (c) (i) Not less than 15 days  prior to any  Dividend  Payment
Date, the Corporation  shall notify the holders of shares of Series AA Preferred
entitled to receive such dividend of the impending payment indicating whether or
not the Corporation will exercise its rights under Section 3(c)(iii).

                           (ii) In lieu of any  dividend  payable in cash,  each
         holder of the  outstanding  shares of Series AA  Preferred  entitled to
         receive such payment  shall have the option to require the  Corporation
         upon written  notice  delivered to the  Corporation  not less than five
         days prior to the  Dividend  Payment  Date,  to effect  payment of such
         dividend to such  holder in  additional  fully paid and  non-assessable
         shares of Common Stock as provided herein.

                           (iii) In lieu of any  dividend  payable in cash,  the
         Corporation may elect to make such payment to the holders in additional
         fully paid non-assessable shares of Common Stock,  provided, the shares
         of  Common  Stock  issued  are (A)  registered  for  resale  under  the
         Securities Act of 1933, as amended (the  "Securities  Act"), or (B) the


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<PAGE>

         Corporation  receives an opinion of its counsel that such shares may be
         sold if the holders may rely upon Rule 144.

                           (iv) The  number  of  shares  of  Common  Stock to be
         issued  to any  such  holder  in  payment  of such  dividend  shall  be
         calculated by dividing the aggregate  amount of the dividend payable to
         such  holder by the then  effective  Conversion  Price.  No  fractional
         shares of Common Stock shall be issued in payment of such dividends. In
         lieu of any  fractional  shares to which a holder  would  otherwise  be
         entitled,  the Corporation  shall issue one additional whole share. The
         Corporation  shall  take  all  action  necessary   including,   without
         limitation,   amending   the  Amended  and  Restated   Certificate   of
         Incorporation to ensure that the Corporation has sufficient  authorized
         but unissued  shares of Common stock to pay such  dividend.  All Common
         Stock that is issued by way of such dividends shall have all the rights
         and privileges of the Common Stock as originally issued.

                  (d) No  dividends  may be  declared or paid or funds set apart
for the payment of dividends on any Junior Securities,  and no Junior Securities
may be repurchased, redeemed or otherwise retired nor may funds be set aside for
payment with respect thereto,  nor shall the Corporation  permit any corporation
or entity  directly or indirectly  controlled by the Corporation to purchase any
shares of Junior Securities,  if full cumulative  dividends to be paid hereunder
prior to the date thereof have not been paid on the Series AA Preferred.

                  4.  Liquidation.  (a) Upon  the  dissolution,  liquidation  or
winding up of the Corporation  (whether voluntary or involuntary) the holders of
Series AA  Preferred  shall be  entitled  to  receive  out of the  assets of the
Corporation  available for distribution to  stockholders,  before any payment or
distribution  shall be made on any  Junior  Securities,  an amount  equal to the
Series AA Liquidation  Value with respect to each outstanding share of Series AA
Preferred.  Thereafter, all remaining assets available for distribution shall be
distributed to the holders of the Series AA Preferred, and the holders of Common
Stock pro rata  based on the  number of  shares of Common  Stock  owned by each,
assuming  conversion of all shares of Series AA Preferred in accordance with its
terms immediately prior to the dissolution, liquidation or winding-up.

                  (b)  A  transaction  or  a  series  of  related   transactions
resulting  in or  constituting  a Change  in  Control  shall be  deemed  to be a
dissolution,  liquidation  or  winding-up,  voluntary  or  involuntary,  for the
purposes of this Subsection 4 only upon written notice to this effect  delivered
to the Corporation by holders of a majority of the Series AA Preferred notifying
the  Corporation  that they  elect to have such  transaction  treated  in such a
manner.  Any such  election  shall be  effective  as to all  shares of Series AA
Preferred.

                  5. Voting Rights.  (a) Except as otherwise  expressly provided
in Section 5(b) or as required by law,  each share of Series AA Preferred  shall
not have any voting rights.

                  (b) So long as any Series AA Preferred  Stock is  outstanding,
the  Corporation  must  obtain the  affirmative  vote or written  consent of the
holders  of a majority  of the  outstanding  shares of the  Series AA  Preferred
voting together as a single class to:


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<PAGE>

                           (i) take any action (including without limitation any
         repeal,  amendment or  modification  to the  Corporation's  Amended and
         Restated  Certificate of Incorporation or By-laws) if such action would
         affect adversely any rights, privileges or preferences of the Series AA
         Preferred;

                           (ii)  authorize,   create  or  issue   (including  on
         conversion or exchange of any convertible or exchangeable securities or
         by reclassification) any new class or series of shares of capital stock
         on parity with or having a  preference  or priority  over the Series AA
         Preferred as to voting, dividend, redemption, or liquidation rights.

                  6.  Redemption.  (a)  Subject  to the  last  sentence  of this
Section 6(a) and to the Series AA Preferred  holders'  right of  conversion  set
forth in  Section  7, the  Corporation  shall  have the right upon 30 days prior
written notice, to redeem all or any portion thereof, pro rata, or by lot of the
shares of Series AA Preferred, at an amount per share, payable in cash, for 125%
of the Stated Value (plus, in each instance, all accrued and unpaid dividends).

                  (b) Notice by the  Corporation  to redeem  shares of Series AA
Preferred  pursuant to Section  6(a) shall be given by  certified  mail,  return
receipt  requested,  postage  prepaid,  mailed  to each  holder of record of the
shares to be redeemed at such holder's  address as the same appears on the stock
register  of the  Corporation;  provided  that  neither the failure to give such
notice  nor any defect  therein or in the  mailing  thereof,  to any  particular
holder,  shall  affect  the  sufficiency  of the notice or the  validity  of the
proceedings for redemption  with respect to the other holders.  Each such notice
shall state:  (1) the exchange or redemption date, (2) the place or places where
certificates for such shares are to be surrendered for payment of the redemption
price;  and (3) that dividends on the shares to be redeemed will cease to accrue
on such redemption date, except as otherwise provided herein. From and after the
redemption  date,  (1) except as  otherwise  provided  herein,  dividends on the
shares of Series AA  Preferred so called for  redemption  shall cease to accrue,
(2) said shares shall no longer be deemed to be outstanding,  and (3) all rights
of the holders thereof as holders of the Series AA Preferred shall cease (except
the right to receive from the Corporation the redemption  price without interest
thereon,  upon surrender and endorsement of their certificates).  Upon surrender
in accordance with notice given pursuant to Section 6(b) of the certificates for
any shares so redeemed (properly endorsed or assigned for transfer, if the Board
shall so require and the notice  shall so state),  such shares shall be redeemed
by the Corporation at the redemption price aforesaid.

                  (c) Subject to the last  sentence of this Section  6(c),  upon
notice from a holder of outstanding shares of Series AA Preferred,  such holders
shall have the right to require the  Corporation,  to the extent the Corporation
shall have sufficient funds available  therefor as reasonably  determined by the
Board, to redeem any and all  outstanding  shares of Series AA Preferred held by
such holder, in whole or in part, for 125% of the Stated Value,  payable in cash
(plus all accrued and unpaid dividends).

                  Notwithstanding  the  foregoing,  the  holders  of  Series  AA
Preferred shall have the right to require  redemption of the shares of Series AA
Preferred  pursuant to this Section 6(c) only if one year has elapsed  following
the date the  holders  of 51% or more of the  outstanding  shares  of  Series AA


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<PAGE>

Preferred  demanded   registration  of  such  shares  under  the  Act  and  such
registration  has not been  declared  effective by the  Securities  and Exchange
Commission (the "Commission").

                  The Corporation shall redeem all outstanding  shares of Series
AA Preferred as to which the  Corporation  has  received  notice,  30 days after
receipt thereof (the "Mandatory  Redemption  Date"). If the Corporation does not
have sufficient available funds for redemption pursuant to this Section 6(c), as
reasonably  determined by the Board, to redeem all outstanding  shares of Series
AA Preferred Stock as to which it has received  notice,  the  Corporation  shall
redeem such number of shares as  determined by the Board.  Periodically,  and at
least at each monthly  anniversary  date of the initial  redemption  date of the
Series AA  Preferred  the  Corporation  shall redeem such  additional  number of
shares of Series AA Preferred,  as  determined by the Board at such time,  until
all  shares  of Series  AA  Preferred  as to which it has  received  notice  are
redeemed.  During the period  beginning on the date the  Corporation  receives a
written  request  for  redemption  pursuant to this  Section  6(c) and until all
shares of Series  AA  Preferred  as to which it has  received  notice  have been
redeemed, the Corporation shall not, without the written consent of holders of a
majority of the  outstanding  shares of Series AA  Preferred  Stock  giving such
notice,  (i) make any capital  expenditures  in excess of the amount approved by
the Board in the  Corporation's  annual budget or (ii) acquire any entity or any
assets of any business in any  transaction or series of related  transactions if
the aggregate acquisition price is greater than $200,000.

                  7.  Conversion.  (a) Each share of Series AA  Preferred  Stock
shall be convertible, without the payment of any additional consideration by the
holder  thereof and at the option of the holder  thereof,  at any time after the
Series AA Issue Date into such number of fully-paid and nonassessable  shares of
Common Stock as is determined by dividing the Stated Value (plus all accrued and
unpaid dividends) by the then effective Conversion Price.

                  (b) No fractional  shares of Common Stock shall be issued upon
conversion of the Series AA Preferred Stock. In lieu of any fractional shares to
which a holder  would  otherwise be entitled,  the  Corporation  shall issue one
additional share of Common Stock.

                  (c) Before any holder of Series AA Preferred shall be entitled
to convert the same into full shares of Common Stock under  Section  7(a),  such
holder must surrender the certificate or certificates  therefor,  duly endorsed,
at  the  office  of  the  Corporation,  together  with  written  notice  to  the
Corporation  at such  office that such  holder  elects to convert the same.  The
Corporation shall, as soon as practicable thereafter,  issue and deliver at such
office to such holder of Series AA Preferred a certificate or  certificates  for
the  number of shares of Common  Stock to which  such  holder is  entitled.  The
Corporation  will not be  obligated to issue  certificates  for shares of Common
Stock  unless and until  certificates  evidencing  the  converted  shares of the
Series AA Preferred Stock are delivered to the Corporation.

                  (d) Such conversion under Section 7(a) shall be deemed to have
been  made  immediately  prior  to the  close  of  business  on the date of such
surrender of the shares of Series AA Preferred  to be  converted.  Shares of the
Series AA Preferred to be so converted will be deemed to have been converted and
cancelled on such date, and the Person or Persons entitled to receive the shares


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<PAGE>

of Common Stock issuable upon such  conversion  will be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date.

                  (e) The  Conversion  Price shall be subject to  adjustment  in
accordance with the following:

                           (i) In case the Corporation shall have at any time or
         from time to time after the  Series AA Issue Date (1) paid a  dividend,
         or made a distribution,  on the  outstanding  shares of Common Stock in
         shares of Common Stock, (2) subdivided the outstanding shares of Common
         Stock,  (3)  combined  the  outstanding  shares of Common  Stock into a
         smaller  number  of shares of (4)  issued  by  reclassification  of the
         shares of Common Stock any shares of capital stock of the  Corporation,
         then, and with respect to each such case, the Conversion Price shall be
         adjusted so that the holder of any shares of Series AA Preferred  shall
         be entitled to receive upon  conversion  the number of shares of Common
         Stock or other  securities of the  Corporation  which such holder would
         have owned or have been entitled to receive  immediately  prior to such
         events or the record date therefor,  whichever is earlier, assuming the
         Series AA Preferred  Stock had been  converted  into Common  Stock,  it
         being the intention of the foregoing,  to provide the holders of Series
         AA  Preferred  with the same  benefits and  securities  as such holders
         would  have  received  as  holders  of  Common  Stock if the  Series AA
         Preferred had been converted into Common Stock at the Conversion  Ratio
         on the Series AA Issue Date and such holders had continued to hold such
         Common Stock.

                           (ii) Except with respect to Excluded  Securities,  in
         case the  Corporation  shall have issued  shares of Common Stock or any
         Common Stock  Equivalents after the Series AA Issue Date at a price per
         share (or having a  conversion,  exercise or exchange  price per share)
         less than $0.15  (subject  to  adjustment  for stock  dividends,  stock
         splits,  reclassifications  and other  transactions which would require
         adjustment  pursuant to Section  7(e)),  then,  and in such event,  the
         Conversion  Price in effect on the day immediately  prior to such issue
         shall be reduced,  concurrently with such issue, to a price (calculated
         to the  nearest  cent) that is equal to such lower  price per share (or
         conversion, exercise or exchange price) applicable to such newly issued
         shares of Common Stock or Common Stock Equivalents. Notwithstanding the
         foregoing, no adjustment pursuant to this paragraph 7(e)(ii),  shall be
         made if the shares of Common  Stock  issuable  upon  conversion  of the
         outstanding  shares of Series AA Preferred  may be sold  pursuant to an
         effective  registration  statement  under  the  Securities  Act  or  by
         holders, without limitation as to the volume, pursuant to Rule 144.

                           (iii) In case the Corporation  shall have at any time
         or from time to time after the Series AA Issue Date declared,  ordered,
         paid or made a  dividend  or  other  distribution  (including,  without
         limitation,  any  distribution of stock or other securities or property
         or rights or warrants to subscribe for securities of the Corporation or
         any of its subsidiaries by way of dividend or spin-off),  on its Common
         Stock,  other than dividends or distributions of shares of Common Stock
         which are  referred  to in clause (i) of this  paragraph  (f) and other
         than cash distributions subject to Section 3(e) provided the additional


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<PAGE>

         dividend  contemplated  by such  Section  shall  have  been paid to the
         holders of the Series AA  Preferred,  then the holders of the Series AA
         Preferred shall be entitled to receive upon  conversion  their pro rata
         share of any such  dividend or other  distribution  on an as  converted
         basis; provided, however, that any plan or declaration of a dividend or
         distribution shall not have been abandoned or rescinded.

                           (iv)  For  purposes  of  this  paragraph  (e) of this
         Section 7, the aggregate consideration receivable by the Corporation in
         connection  with the issuance of shares of Common  Stock and/or  Common
         Stock  Equivalents  shall  be  deemed  to be  equal  to the  sum of the
         aggregate offering price (before deduction of underwriting discounts or
         commissions and expenses payable to third parties,  if any) of all such
         Common Stock and/or Common Stock Equivalents plus the minimum aggregate
         amount,  if any, payable upon  conversion,  exchange or exercise of any
         such Common Stock  Equivalents.  If the  consideration  received by the
         Corporation in connection with the sale or issuance of shares of Common
         Stock (or Common Stock Equivalents)  consists,  in whole or in part, of
         property other than cash or its equivalent,  the value of such property
         shall be the Fair Market Value.

                           (v) For the  purposes of this  paragraph  (e) of this
         Section 7, the number of shares of Common Stock at any time outstanding
         shall mean the aggregate of all shares of Common Stock then outstanding
         (other than any shares of Common Stock then owned or held by or for the
         account of the  Corporation)  treating for purposes of this calculation
         all Common  Stock  Equivalents  then  outstanding  as having been fully
         converted,  exercised or exchanged to the extent that such Common Stock
         Equivalents  are vested and could be converted,  exchanged or exercised
         (and for these purposes all of the Series AA Preferred shall be treated
         as if they had  been  fully  converted  into  shares  of  Common  Stock
         immediately prior to such issuance). In no event shall any shares to be
         issued  because of an issuance  described in (e)(ii) as a result of the
         operation of the antidilution  provision of any securities  outstanding
         prior to the  issuance  described in (e)(ii) of this Section 7 be taken
         into  account in  computing  adjustments  pursuant to Section 7 (e)(ii)
         hereof.

                  (f) The  issuance of  certificates  for shares of Common Stock
upon  conversion of the Series AA Preferred  shall be made without charge to the
holders  thereof for any  issuance  tax in respect  thereof,  provided  that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer  involved in the issuance and delivery of any  certificate  in a
name other than that of the  holder of the  Series AA  Preferred  which is being
converted.

                  (g) The  Corporation  will at no time close its transfer books
against  the  transfer  of any Series AA  Preferred,  or of any shares of Common
Stock  issued  or  issuable  upon the  conversion  of any  shares  of  Series AA
Preferred,  in any manner which  interferes  with the timely  conversion of such
Series AA  Preferred,  except  as may  otherwise  be  required  to  comply  with
applicable securities laws.

                  (h) If any event  occurs as to which,  in the  opinion  of the
Board,  the  provisions of this  Subsection 7 are not strictly  applicable or if
strictly  applicable  would not fairly  protect the rights of the holders of the
Series AA Preferred in accordance  with the essential  intent and  principles of


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<PAGE>

such  provisions,  the Board shall make an adjustment in the application of such
provisions,  in accordance with such essential  intent and principles,  so as to
protect such rights of the holders of the Series AA Preferred.

                  (i) If the  Corporation  shall be a party  to any  transaction
including  without  limitation,  a  merger,   consolidation,   sale  of  all  or
substantially   all   of  the   Corporation's   assets   or  a   reorganization,
reclassification or recapitalization of the capital stock of the Corporation but
excluding any  transaction  for which provision for adjustment is otherwise made
in this  Subsection  7 (each of the  foregoing,  except as  excluded as provided
above, being referred to as a "Transaction"), in each case, as a result of which
shares of Common Stock are converted into the right to receive stock, securities
or other property  (including  cash or any combination  thereof),  each share of
Series AA Preferred shall thereafter be convertible into the number of shares of
stock or other  securities or property to which a holder of the number of shares
of Common Stock of the Corporation deliverable upon conversion of such Series AA
Preferred would have been entitled upon such Transaction; and, in any such case,
appropriate  adjustment  (as  determined  by the  Board)  shall  be  made in the
application of the  provisions  set forth in this  Subsection 7, with respect to
the rights and interest thereafter of the holders of the Series AA Preferred, to
the end that the provisions set forth in this  Subsection 7 shall  thereafter be
applicable,  as nearly as reasonably  may be, in relation to any shares of stock
or other property  thereafter  deliverable  upon the conversion of the Series AA
Preferred.  The  Corporation  shall not effect  any  Transaction  (other  than a
consolidation or merger in which the Corporation is the continuing  corporation)
unless prior to or simultaneously with the consummation thereof the Corporation,
or the successor corporation or purchaser,  as the case may be, shall provide in
its charter  document that each share of Series AA Preferred  shall be converted
into such shares of stock,  securities  or property as, in  accordance  with the
foregoing provisions, each such holder is entitled to receive. The provisions of
this paragraph (i) shall similarly apply to successive Transactions.

                  (j) The Corporation  will not, by amendment of its Certificate
of Incorporation or through any reorganization, recapitalization, 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 Subsection 7
and in the taking of all such action as may be necessary or appropriate in order
to protect  the  conversion  rights of the  holders  of the Series AA  Preferred
against impairment.

                  (k) Upon the occurrence of each  adjustment or readjustment of
the Conversion  Price and the  Conversion  Ratio pursuant to this Section 7, the
Corporation,   at  its  expense,  shall  promptly  compute  such  adjustment  or
readjustment in accordance with the terms hereof,  and furnish to each holder of
Series AA Preferred a certificate setting forth the amount of such adjustment or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based.  The Corporation  shall,  upon the written request at any
time of any holder of Series AA  Preferred,  furnish or cause to be furnished to
such  holder  a  like  certificate   setting  forth  (i)  such  adjustments  and
readjustments,  (ii) the Conversion  Price at the time in effect,  and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of Series AA Preferred.


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<PAGE>

                  (l) In the event of any taking by the  Corporation of a record
of the holders of any class of  securities  for the purpose of  determining  the
holders thereof who are entitled to receive any dividend or other  distribution,
the  Corporation  shall  mail to each  holder of Series  AA  Preferred  a notice
specifying  the date on which any such  record is to be taken for the purpose of
such dividend or distribution at least ten (10) days prior to such record date.

                  (m) The  Corporation  shall,  at or  prior  to the time of any
conversion,  take any and all action  necessary to increase its authorized,  but
unissued  Common Stock and to reserve and keep available out of its  authorized,
but unissued Common Stock,  such number of shares of Common Stock as shall, from
time to time, be sufficient to effect conversion of the Series AA Preferred. If,
at the time of conversion,  the Common Stock is listed on a national  securities
exchange, is designated as a "national market system security",  or a "small cap
market security" on the NASDAQ,  the Corporation shall take all action necessary
to cause the shares of Common Stock  issuable  upon  conversion of the Series AA
Preferred  to be listed on such  exchange or on the NASDAQ,  subject to official
notice of issuance.

         8.  Reacquired  Shares.  Any shares of Series AA  Preferred  converted,
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled  promptly after the acquisition  thereof.  None of
such shares of Series AA Preferred shall be reissued by the Corporation.

         9.  Definitions.  In addition to any other terms  defined  herein,  the
following  terms  shall  have  the  meanings  indicated  for  purposes  of  this
Certificate of Designations, Preferences and Rights.

                  "Beneficially Own" shall mean, with respect to any securities,
having "beneficial ownership" of such securities (as determined pursuant to Rule
13d-3 under the Exchange Act), including pursuant to any agreement,  arrangement
or understanding, whether or not in writing.

                  "Business Day" means any day that is not a Saturday, Sunday or
a day on which banking institutions in New York, New York are not required to be
open for business.

                  "Cause"  means  (a)  gross  negligence,   willful  misconduct,
dishonesty  or fraud,  which in any event has a material  adverse  effect on the
Corporation or its reputation, or (b) the conviction of a felony involving moral
turpitude  and which has a material  adverse  effect on the  Corporation  or its
reputation.

                  "Common Stock Equivalent" means securities (including, without
limitation,   options,   warrants  and  evidences  of  indebtedness)   that  are
outstanding  at the time of a  determination  that are  directly  or  indirectly
convertible into, or exchangeable or exercisable for, shares of Common Stock.

                  "Conversion  Price"  shall  equal $0.20 at the Series AA Issue
Date, and thereafter shall be subject to adjustment as provided in Section 7(e).


                                      -9-
<PAGE>

                  "Excluded   Securities"   means  (i)  options  issued  by  the
Corporation to a director,  officer or employee of the  Corporation  pursuant to
any  stock  option or  similar  plan (and any  shares of Common  Stock  issuable
thereunder)  existing  or  outstanding  as of the Series AA Issue Date or to the
extent  such  arrangements  are  approved by the Board after the Series AA Issue
Date, (ii) shares of Common Stock issuable upon conversion, exchange or exercise
of any Common Stock Equivalent outstanding as of the Series AA Issue Date, (iii)
shares  of  Common  Stock  issuable  upon  conversion  of a share of  Series  AA
Preferred  Stock,  or (iv)  shares of  Common  Stock  the  issuance  of which is
approved  by the Board after the Series AA Issue Date  provided  the issue price
thereof  is not less  than  seventy-five  percent  (75%) of the then  applicable
Conversion Price.

                  "Person" means any individual,  corporation, limited liability
company, limited or general partnership, joint venture, association, joint-stock
company  or  other  business  entity,  trust,   unincorporated  organization  or
government or any agency or political subdivisions thereof.

                  "Series AA Issue Date" means the first date on which shares of
Series AA Preferred are issued.

                  "Series AA  Liquidation  Value"  means (a) the Stated Value of
the Series AA Preferred (or share of Series AA Preferred, as to any given share)
plus (b) all accrued but unpaid compounded  dividends on the Series AA Preferred
(or such share).

                  "Stated  Value" means $1.00 per share  (subject to  adjustment
for stock dividends,  stock splits,  reclassifications,  and other  transactions
which would require adjustment pursuant to Section 7(e).

                  "Subsidiary"  of any  Person  means any  corporation  or other
entity of which a majority of the voting power of the voting  equity  securities
or equity interest is owned, directly or indirectly, by such Person.

                  "Trading  Day" means a Business Day or, if the Common Stock is
listed or  admitted to trading on any  national  securities  exchange,  a day on
which such exchange is open for the transaction of business.

                  IN WITNESS  WHEREOF,  110 Media  Group,  Inc.  has caused this
Certificate of Designations, Preferences and Rights of Series AA Preferred Stock
to be duly  executed by its Chief  Executive  Officer this 30th day of November,
2004.

                                               110 MEDIA GROUP, INC.


                                               By: /s/ Raymond Barton
                                                   ----------------------------
                                                   Raymond Barton
                                                   Chief Executive Officer


                                      -10-