f10ksba11207ex4i_ea3signet.htm


    Exhibit No.
4.1

    Form
10-KSB/A

    Signet
International Holdings, Inc.

    File
No.  000-51185

    


    CERTIFICATE
OF DESIGNATION FOR REFERENCES AND RIGHTS OF

    SERIES A
CONVERTIBLE SUPER PREFERRED STOCK OF

    SIGNET
INTERNATIONAL HOLDINGS, INC.

    


    


    Signet
International Holdings, Inc., a Delaware Corporation (the "Corporation"), DOES
HEREBY CERTIFY:

    


    Pursuant
to authority expressly granted and vested in the Board of Directors of the
Corporation by the provisions of the Corporation's Certificate of Incorporation,
as amended, the Board of Directors adopted the following resolution on March 14,
2007 (i) authorizing a series of the Corporation's previously authorized
50,000,000 shares of preferred stock, par value $0.001 per share, and, (ii)
providing for the designations, preferences and relative, participating,
optional or other rights, and the qualifications, limitations or restrictions
thereof, of 5,000,000 shares of Series A Convertible Super Preferred Stock of
the Corporation:

    


    RESOLVED:  That
pursuant to the authority vested in the Board of Directors of the Corporation by
the Corporation's Certificate of Incorporation (the "Certificate of
Incorporation") as amended, a series of Super Preferred Stock of the Corporation
be, and it hereby is, created out of the 50,000,000 authorized shares of the
capital preferred stock of the Corporation, there shall be no other shares
designated as such series to be designated Series A Convertible Super Preferred
Stock (the "Series A Super Preferred Stock"), to consist of 5,000,000 shares,
par value $0.001 per share, which shall have the following preferences, powers,
designations and other special rights;

    


    
      	
               
      

            	
              VOTING:

            	
              Holders
      of the Series A Super Preferred Stock shall have ten votes per share held
      on all matters submitted to the shareholders of the Company for a vote
      thereon.  Each holder of shares shall have the option to appoint
      two additional members to the Board of Director.  Each share
      shall be convertible into ten (10) shares of common
  stock.

            


    

    


    
      	
               
      

            	
              DIVIDENDS:The
      holders of Series A Preferred Stock shall be entitled to receive dividends
      or distributions on a pro-rata basis with the holders of common stock when
      and if declared by the Board of Directors of the
      Company.  Dividends shall not be cumulative.  No
      dividends or distributions shall be declared or paid or set apart for
      payment on the Common Stock in any calendar year unless dividends or
      distributions on the Series A Preferred Stock for such calendar year are
      likewise declared and paid or set apart for payment.  No
      declared and unpaid dividends shall bear or accrue
    interest.

            


    

    


    LIQUIDATION

    
      	
               
      

            	
              PREFERENCE:Upon
      the liquidation, dissolution and winding up of the Corporation, whether
      voluntary or involuntary, the holders of the Series A Super Preferred
      Stock then outstanding shall be entitled to, on a pro-rata basis with the
      holders of common stock, distributions of the assets of the Corporation,
      whether from capital or from earnings available for distribution to its
      stockholders.

            


    

    


    IN
WITNESS WHEREOF, Ernest W. Letiziano, President and Chief Executive Officer of
the Corporation, under penalties of perjury, does hereby declare and certify
that this is the act and deed of the Corporation and the facts stated herein are
true and accordingly has signed this Certificate of Designations as of this 14th
day of March 2007.

    


    SIGNET
INTERNATIONAL HOLDINGS, INC.

    


    By:     /s/
Ernerto W. Letiziano

    


    ERNEST W.
LETIZIANO