CERTIFICATE
      OF DESIGNATION

    FOR

    PLAYERS
      NETWORK 

    


    WHEREAS,
      the Amended and Restated Articles of Incorporation of Players Network, a Nevada
      corporation (the “Corporation”) presently authorizes the issuance of 25,000,000
      shares of Preferred Stock, $0.001 par value, in one or more series upon terms
      and conditions that are to be designated by the Board of Directors (the
“Board”); and 

    


    WHEREAS,
      the Board wishes to designate 2,000,000 shares of the Corporation’s Preferred
      Stock as “Series A Preferred Stock.” 

    


    NOW,
      THEREFORE, BE IT RESOLVED, that a series of the class of authorized Preferred
      Stock of the Corporation hereinafter designated “Series A Preferred Stock” is
      hereby created, and that the designation and amount thereof and the rights,
      preferences, privileges and restrictions granted to or imposed upon the
      Series A Preferred Stock or the holders thereof are as
      follows:

    


    1.  Designation
      and Amount.
      The
      number of shares of Preferred Stock (“Preferred Stock”) which the Corporation is
      authorized to issue is 25,000,000, of which 2,000,000 shares are hereby
      designated as Series A Preferred Stock, $0.001 par value (“Series A Preferred
      Stock”).

    


    2.  Dividends.
      The
      holders of the Series A Preferred Stock shall be entitled to receive, share
      for
      share with the holders of shares of Common Stock, such dividends if, as and
      when
      declared from time to time by the Board of Directors. In the event that such
      dividend is paid in the form of shares of Common Stock, holders of Common Stock
      shall receive Common Stock and holders of Series A Preferred Stock shall receive
      Series A Preferred Stock.

    


    3.  Liquidation.
      In the
      event of the voluntary or involuntary liquidation, dissolution, distribution
      of
      assets or winding-up of the Corporation, the holders of the Series A Preferred
      Stock shall be entitled to receive, share for share with the holders of shares
      of Common Stock, all the assets of the Corporation of whatever kind available
      for distribution to stockholders, after the rights of the holders of the
      Preferred Stock have been satisfied. 

    


    4.  Redemption.
      The
      shares of Series A Preferred Stock shall not be redeemable.

    


    5.  Reacquired
      Stock.
      Any
      Series A Preferred Stock purchased, redeemed or otherwise acquired by the
      Corporation in any manner whatsoever shall be retired and canceled promptly
      after the acquisition thereof. All such shares shall upon their cancellation
      become authorized but unissued 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 any conditions and restrictions on issuance
      set
      forth herein. 

    


    6.  Conversion.
      The
      holders of the Series A Preferred Stock shall have conversion rights as follows
      (the “Conversion Rights”): 

    


    (a)
       Each
      share of Series
      A
      Preferred Stock
      shall be
      convertible into one fully paid and nonassessable share of Common Stock at
      the
      option of the holder thereof at any time.

     

    
      
         

      

      
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    (b)
       Each
      share of Series A Preferred Stock shall automatically be converted into one
      fully paid and nonassessable share of Common Stock upon any sale, pledge,
      conveyance, hypothecation, assignment or other transfer (a "Transfer") of such
      share, whether or not for value, by the initial registered holder (the "Initial
      Holder") thereof, other than any such Transfer by such holder to (i) a nominee
      of such holder (without any change in beneficial ownership, as such term is
      defined under Section 13(d) of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act")) or (ii) another person that, at the time of such Transfer,
      beneficially owns shares of Series A Preferred Stock or a nominee thereof;
      provided that, notwithstanding the foregoing, (A) any Transfer by the Initial
      Holder without consideration to (1) any controlled affiliate of such Initial
      Holder which remains such, (2) a partner, active or retired, of such Initial
      Holder, (3) the estate of any such Initial Holder or a trust established for
      the
      benefit of the descendants or any relatives or spouse of such Initial Holder,
      (4) a parent corporation or wholly-owned subsidiary of such Initial Holder
      or to
      a wholly-owned subsidiary of such parent unless and until such transferee ceases
      to be a parent or wholly-owned subsidiary of the Initial Holder or a
      wholly-owned subsidiary of such parent, or (5) the spouse of such Initial
      Holder, in each case, shall not result in such conversion or (B) any bona fide
      pledge by the Initial Holder to any financial institution in connection with
      a
      borrowing shall not result in such conversion; and provided, further, that
      in
      the event any Transfer shall not give rise to automatic conversion hereunder,
      then any subsequent Transfer by the holder (other than any such Transfer by
      such
      holder to a nominee of such holder (without any change in beneficial ownership))
      or the pledgor, as the case may be, shall be subject to automatic conversion
      upon the terms and conditions set forth herein.

    


    (c)
       The
      one-to-one conversion ratio for the conversion of the Series A Preferred Stock
      into Common Stock in accordance with Section 6(a) and 6(b) shall in all events
      be equitably adjusted in the event of any recapitalization of the Corporation
      by
      means of a stock dividend on, or a stock split or combination of, outstanding
      Common Stock or Series A Preferred Stock, or in the event of any merger,
      consolidation or other reorganization of the Corporation with another
      corporation. 

    


    7.  No
      Impairment.
      The
      Corporation will not, by amendment of its Amended and Restated Articles of
      Incorporation 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 Section 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 A Preferred Stock against impairment. 

    


    8.  Notices
      of Record Date.
      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 (other than a cash dividend) or other
      distribution, any right to subscribe for, purchase or otherwise acquire any
      shares of stock of any class or any other securities or property, or to receive
      any other right, the Corporation shall mail to each holder of Series A
      Preferred Stock, at least 20 days prior to the date specified therein, a
      notice specifying the date on which any such record is to be taken for the
      purpose of such dividend, distribution or right, and the amount and character
      of
      such dividend, distribution or right. 

    


    9.  Reservation
      of Stock Issuable Upon Conversion.
      The
      Corporation shall at all times 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 A 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 A Preferred Stock; and
      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 A Preferred Stock, in addition to such other remedies as
      shall be available to the holder of such Series A 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 purposes.


     

    
      
         

      

      
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    10.  Notices.
      Any
      notice required by the provisions of Section 6 to be given to the holders
      of shares of Series A Preferred Stock shall be deemed given if deposited in
      the
      United States mail, postage prepaid, and addressed to each holder of record
      at
      the holder’s address appearing on the books of the Corporation.

    


    11.  No
      Fractional Shares and Certificate as to Adjustments.
      

    


    (a)  No
      fractional shares shall be issued upon conversion of the Series A Preferred
      Stock, and the number of shares of Common Stock to be issued shall be rounded
      to
      the nearest whole share. Whether or not fractional shares are issuable upon
      such
      conversion shall be determined on the basis of the total number of shares of
      Series A Preferred Stock that the holder is at the time converting into
      Common Stock and the number of shares of Common Stock issuable upon such
      aggregate conversion. 

    


    (b)  Upon
      the
      occurrence of each adjustment or readjustment of the Conversion Price of Series
      A Preferred Stock pursuant to this Section 11, the Corporation, at its
      expense, shall promptly compute such adjustment or readjustment in accordance
      with the terms hereof and prepare and furnish to each holder of Series A
      Preferred Stock a certificate setting forth 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 A Preferred Stock, furnish or cause to be furnished to such holder a
      like certificate setting forth (A) such adjustment and readjustment,
      (B) the Conversion Price at the time in effect, and (C) 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 a share of Series A Preferred
      Stock. 

    


    12.  Voting
      Rights.
      Except
      as otherwise provided herein or by law, the holders of shares of Series A
      Preferred Stock shall have the following voting rights: 

    


    (a)  Each
      holder of Series A Preferred Stock shall be entitled to twenty-five votes for
      each share of Series A Preferred Stock held as of the applicable date on any
      matter that is submitted to a vote or for the consent of the stockholders of
      the
      Corporation. Except as otherwise provided herein or by the General Corporation
      Law of the State of Nevada, the holders of Common Stock and the holders of
      Series A Preferred Stock shall at all times vote on all matters (including
      the
      election of directors) together as one class. 

    


    (b)  The
      holders of Series A Preferred Stock shall have no special voting rights and
      their consent shall not be required (except to the extent they are entitled
      to
      vote with holders of Common Stock as set forth herein) for taking any corporate
      action. 

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate of Designation
      as
      of the date set forth below. 

     

    
      	 	 	 
	 
 	 
 	 
 
	
              Date:
                July 16, 2007

            	By:  	
              /s/
                Mark Bradley

            
	 	
              
Mark
              Bradley
	 	
              Chief
                Executive Officer

            


    

     

    
      
         

      

      
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