EXHIBIT
        4.1

      CERTIFICATE
        OF DESIGNATION OF PREFERENCES AND RIGHTS OF

      SERIES
        A CONVERTIBLE PREFERRED STOCK

      OF

      INTERACTIVE
        TELEVISION NETWORKS, INC.

      a
        Nevada
        corporation

       

      The
        undersigned, Michael Martinez certifies that:

       

      1.  He
        is the
        duly acting Chief Executive Officer of Interactive Television Networks, Inc.,
        a
        corporation organized and existing under Chapter 78 of the Nevada Revised
        Statutes (the "Corporation").

       

      2.  Pursuant
        to authority conferred upon the Board of Directors by the Articles of
        Incorporation of the Corporation, and pursuant to the provisions of Section
        78.195 of Chapter 78 of the Nevada Revised Statutes, said Board of Directors,
        pursuant to a meeting held
        December
        __, 2005, adopted a resolution establishing the rights, preferences, privileges
        and restrictions of, and the number of shares comprising, the Corporation's
        Series A Convertible Preferred Stock, which resolution is as follows:


       

      RESOLVED,
        that a series of Preferred Stock in the Corporation, having the rights,
        preferences, privileges and restrictions, and the number of shares constituting
        such series and the designation of such series, set forth below be, and it
        hereby is, authorized by the Board of Directors of the Corporation pursuant
        to
        authority given by the Corporation's Articles of Incorporation. 

       

      NOW,
        THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes and
        determines the number of shares constituting, and the rights, preferences,
        privileges and restrictions relating to, a new series of Preferred Stock
        as
        follows: 

       

      (a)  Designation.
        The series of Preferred Stock is hereby designated Series A Convertible
        Preferred Stock (the "Series
        A Preferred Stock").
        The par value of each share of Series A Preferred Stock shall be
        $0.001.

       

      (b)  Authorized
        Shares.
        The number of authorized shares constituting the Series A Preferred Stock
        shall
        be three million three hundred thirty-three thousand three hundred thirty-three
        (3,333,333) shares of such series.

       

      (c)  Dividend.

       

      (i)  The
        Corporation shall not declare, pay or set aside any dividends on shares of
        any
        class or series of capital stock of the Corporation (other than dividends
        on
        shares of Common Stock payable in shares of Common Stock or dividends payable
        to
        the holders of any series of Preferred Stock which is senior to the Series
        A
        Preferred Stock with respect to dividends) unless the holders of the Series
        A
        Preferred Stock then outstanding shall first receive, or simultaneously receive,
        a dividend on each outstanding share of Series A Preferred Stock in an amount
        at
        least equal to (i) in the case of a dividend on Common Stock or any class
        or
        series that is convertible into Common Stock, that dividend per share of
        Series
        A Preferred Stock as would equal the product of (A) the dividend payable
        on each
        share of such class or series determined, if applicable, as if all such shares
        of such class or series had been converted into Common Stock and (B) the
        number
        of shares of Common Stock issuable upon conversion of a share of Series A
        Preferred Stock, in each case calculated on the record date for determination
        of
        holders entitled to receive such dividend or (ii) in the case of a dividend
        on
        any class or series that is not convertible into Common Stock, at a rate
        per
        share of Series A Preferred Stock determined by dividing the amount of the
        dividend payable on each share of such class or series of capital stock by
        the
        original issuance price of such class or series of capital stock and multiplying
        such fraction by an amount equal to $3.75 per share (subject to appropriate
        adjustment in the event of any stock dividend, stock split, combination or
        other
        similar recapitalization affecting such shares, the $3.75 price per share
        is
        herein referred to as the "Series
        A Purchase Price").

       

      
        
          
          

        

        
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      (ii)  Commencing
        on the date of issuance of the Series A Preferred Stock and continuing until
        the
        date that a registration statement for
        the underlying shares of common stock of the Corporation into
        which the Series A Preferred Stock may be converted
        hereunder (the
        "Registration
        Statement")
        is
        declared effective by the Securities and Exchange Commission the Corporation
        shall pay on each outstanding share of Series A Preferred Stock out of funds
        legally available therefor a quarterly dividend (the "Dividend"),
        at an
        annual rate equal to the product of multiplying (i) Series A Purchase Price,
        by
        (ii) one percent (1%). The Dividend shall be payable quarterly in
        arrears
        on the last day of each quarter based on the numbers of shares of Series
        A
        Preferred Stock outstanding as of the first (1st)
        day of
        such quarter.

       

      (iii)  All
        dividends payable on the Series A Preferred Stock shall be paid in cash
to
        the
        extent permitted by applicable Nevada law, and otherwise shall be paid in
        shares
        of Common Stock.
        In the event that the Board determines that any dividend accrued hereunder
        shall
        be paid in shares of Common Stock, the total number of shares to be issued
        shall
        equal the nearest whole number of shares (rounded up) obtained by dividing
        the
        amount of the dividend to be paid by the Conversion Price (as hereinafter
        defined) as of the date on which such dividend is declared by the Board of
        Directors.

       

      (iv)  Preference;
        Priority.
        References to a stock that is "senior"
        to, on a "parity"
        with or "junior"
        to other stock as to dividends shall refer, respectively, to rights of priority
        of one series or class of stock over another in the declaration and payment
        of
        dividends by the Corporation. The Series A Preferred Stock shall be senior
        to
        the Common Stock of the Corporation and senior to any subsequent series of
        Preferred Stock issued by the Corporation with respect to
        dividends.

       

      (d)  Liquidation Preference.

       

      (i)  Preference
        upon Liquidation, Dissolution or Winding Up.
        In the event of any dissolution or winding up of the Corporation, whether
        voluntary or involuntary, holders of each outstanding share of Series A
        Preferred Stock shall be entitled to be paid first out of the assets of the
        Corporation available for distribution to shareholders, an amount equal to
        the
greater
        of (A) an amount equal to the
        Series A Purchase Price plus any accrued but unpaid dividends on such shares,
        and (B) the amount such holders would be entitled to receive had such holders
        converted such shares of Series A Preferred Stock into shares of Common Stock
        in
        accordance with paragraph (f) hereof immediately prior to such distribution
        (but
        disregarding for the purposes of the calculation of the number of shares
        of
        Common Stock into which such Series A Preferred Stock would be convertible
        the
        limitation set forth in paragraph (f)(i) hereof or any other limitation upon
        the
        number of shares of Common Stock which provides that a holder thereof may
        not
        beneficially own more than 9.99% of the Corporation’s then-outstanding Common
        Stock) before any payment shall be made to the holders of the Common Stock,
        or
        any other stock of the Corporation ranking junior to the Series A Preferred
        Stock with regard to any distribution of assets upon liquidation, dissolution
        or
        winding up of the Corporation. The holders of the Series A Preferred Stock
        shall
        be entitled to share ratably, in accordance with the respective preferential
        amounts payable on such stock, in any distribution which is not sufficient
        to
        pay in full the aggregate of the amounts payable thereon. If, upon any
        liquidation, dissolution or winding up of the Corporation, the assets to
        be
        distributed to the holders of the Series A Preferred Stock shall be insufficient
        to permit payment to such shareholders of the full preferential amounts
        aforesaid, then all of the assets of the Corporation available for distribution
        to shareholders shall be distributed to the holders of Series A Preferred
        Stock.
        Each holder of the Series A Preferred Stock shall be entitled to receive
        that
        portion of the assets available for distribution as the number of outstanding
        shares of Series A Preferred Stock held by such holder bears to the total
        number
        of shares of Series A Preferred Stock. Such payment shall constitute payment
        in
        full to the holders of the Series A Preferred Stock upon the liquidation,
        dissolution or winding up of the Corporation. After such payment shall have
        been
        made in full, or funds necessary for such payment shall have been set aside
        by
        the Corporation in trust for the account of the holders of Series A Preferred
        Stock, so as to be available for such payment, such holders of Series A
        Preferred Stock shall be entitled to no further participation in the
        distribution of the assets of the Corporation.

       

      
        
          
          

        

        
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      (ii)  Consolidation,
        Merger and Other Corporate Events.
        A consolidation or merger of the Corporation (except into or with a subsidiary
        corporation) or a sale, lease, mortgage, pledge, exchange, transfer or other
        disposition of all or substantially all of the assets of the Corporation
        or any
        reclassification of the stock of the Corporation (other than a change in
        par
        value or from no par to par, or from par to no par or as the result of an
        event
        described in subsection (iv), (v), (vi) or (vii) of paragraph (f)) after
        the
        date on which the Certificate of Designation if filed, shall be regarded
        as a
        liquidation, dissolution or winding up of the affairs of the Corporation
        within
        the meaning of this paragraph (d), provided, however, in the case of a merger,
        if (a) the Corporation is the surviving entity, (b) the Corporation’s
        shareholders hold a majority of the shares of the surviving entity, and (c)
        the
        Corporation’s directors who were directors prior to the merger hold a majority
        of the seats on the board of directors of the surviving entity, then such
        merger
        shall not be regarded as a liquidation, dissolution or winding up within
        the
        meaning of this paragraph (d). In no event shall the issuance of new classes
        of
        stock, whether senior, junior or on a parity with the Series A Preferred
        Stock,
        or any stock splits, be deemed a "reclassification" under or otherwise limited
        by the terms hereof.

       

      (iii)  Distribution
        of Cash and Other Assets.
        In the event of a liquidation, dissolution or winding up of the Corporation
        resulting in the availability of assets other than cash for distribution
        to the
        holders of the Series A Preferred Stock, the holders of the Series A Preferred
        Stock shall be entitled to a distribution of cash and/or assets equal to
        the
        value of the liquidation preference stated in subsection (i) of this paragraph
        (d), which valuation shall be made solely by the Board of Directors, and
        provided that such Board of Directors was acting in good faith, shall be
        conclusive.

       

      (iv)  Distribution
        to Junior Security Holders.
        After the payment or distribution to the holders of the Series A Preferred
        Stock
        of the full preferential amounts aforesaid, the holders of Series A Preferred
        Stock shall have no further rights in respect of such Series A Stock which
        shall
        become null and void,
        and the holders of the Common Stock then outstanding, or any other stock
        of the
        Corporation ranking as to assets upon liquidation, dissolution or winding
        up of
        the Corporation junior to the Series A Preferred Stock, shall be entitled
        to
        receive ratably all of the remaining assets of the Corporation.

       

      
        
          
          

        

        
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      (v)  Preference;
        Priority.
        References to a stock that is "senior"
        to, on a "parity"
        with or "junior"
        to other stock as to liquidation shall refer, respectively, to rights of
        priority of one series or class of stock over another in the distribution
        of
        assets on any liquidation, dissolution or winding up of the Corporation.
        The
        Series A Preferred Stock shall be senior to the Common Stock of the Corporation
        and senior to or pari passu with any subsequent series of Preferred Stock
        issued
        by the Corporation with respect to liquidation rights.

       

      (e)  Voting
        Rights.
        Except as otherwise required by law, the holders of shares of Series A Preferred
        Stock shall not have the right to vote on matters that come before the
        shareholders.

       

      (f)  Conversion
        Rights.
        The holders of Series A Preferred Stock will have the following conversion
        rights:

       

      (i)  Right
        to Convert.
        Subject to and in compliance with the provisions of this paragraph (f), any
        issued and outstanding shares of Series A Preferred Stock may, at the option
        of
        the holder, be converted at any time or from time to time into fully paid
        and
        non-assessable shares of Common Stock at the conversion rate in effect at
        the
        time of conversion, determined as provided herein; provided,
        that a holder of Series A Preferred Stock may at any given time convert only
        up
        to that number of shares of Series A Preferred Stock so that, upon conversion,
        the aggregate beneficial ownership of the Corporation’s Common Stock (calculated
        pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended)
        of
        such holder and all persons affiliated with such holder is not more than
        9.99%
        of the Corporation’s Common Stock then outstanding.

       

      (ii)  Mechanics
        of Conversion.
        Before
        any holder of Series A Preferred Stock shall be entitled to convert the same
        into shares of Common Stock, he shall surrender the certificate or certificates
        therefor, duly endorsed, at the office of the Corporation or of any transfer
        agent for the Common Stock, and shall give written notice to the Corporation
        at
        such office that he elects to convert the same and shall state therein the
        number of shares of Series A Preferred Stock being converted. Thereupon,
        the
        Corporation shall promptly issue and deliver at such office to such holder
        of
        Series A Preferred Stock a certificate or certificates for the number of
        shares
        of Common Stock to which he shall be entitled. 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 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.

       

      (iii)  Conversion
        Price.
        The
        number of shares into which one share of Series A Preferred Stock shall be
        convertible shall be determined by dividing the Series A Purchase Price by
        the
        then existing Conversion Price (as set forth below)
        (the
"Conversion
        Ratio").
        The
        "Conversion
        Price"
        per share for the Series A Preferred Stock shall be equal
        to
        $3.75 (subject to appropriate adjustment for stock splits, stock dividends,
        combinations, recapitalizations or other recapitalization affecting the Series
        A
        Preferred Stock and as otherwise set forth herein).
        The Conversion Price shall
        be
        further adjusted upon the occurrence of any event in
        paragraph (f)(iv)-(vi)
        or
        (iiiv).

       

      
        
          
          

        

        
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      (iv)  Adjustment
        for Stock Splits and Combinations.
        If the Corporation shall at any time, or from time to time after the date
        shares
        of the Series A Preferred Stock are first issued (the "Original
        Issue Date"),
        effect a subdivision of the outstanding Common Stock, the Conversion Price
        in
        effect immediately prior thereto shall be proportionately decreased, and
        conversely, if the Corporation shall at any time or from time to time after
        the
        Original Issue Date combine the outstanding shares of Common Stock, the
        Conversion Price then in effect immediately before the combination shall
        be
        proportionately increased. Any adjustment under this paragraph (f)(iv) shall
        become effective at the close of business on the date the subdivision or
        combination becomes effective.

       

      (v)  Adjustment
        for Certain Dividends and Distributions.
        In the event the Corporation at any time, or from time to time after the
        Original Issue Date, shall make or issue, or fix 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 shall have been
        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 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, 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, if such
        record date shall have been 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 accordingly as of the close of business on such record
        date
        and thereafter, the Conversion Price shall be adjusted pursuant to this
        paragraph (f)(v) as of the time of actual payment of such dividends or
        distributions.

       

      (vi)  Adjustments
        for Other Dividends and Distributions.
        In the event the Corporation at any time or from time to time after the Original
        Issue Date shall make or issue, or fix 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 holders of such
        Series A Preferred Stock shall receive upon conversion thereof in addition
        to
        the number of shares of Common Stock receivable thereupon, the amount of
        securities of the Corporation that they would have received had their Series
        A
        Preferred Stock been converted into Common Stock on the date of such event
        and
        had thereafter, during the period from the date of such event to and including
        the conversion date, retained such securities receivable by them as aforesaid
        during such period giving application to all adjustments called for during
        such
        period under this paragraph (f) with respect to the rights of the holders
        of the
        Series A Preferred Stock.

       

      
        
          
          

        

        
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      (vii)  Adjustment
        for Reclassification Exchange
        or Substitution.
        If the Common Stock issuable upon the conversion of the Series A Preferred
        Stock
        shall be changed into the same or a different number of shares of any class
        or
        classes of stock, whether by capital reorganization, reclassification or
        otherwise (other than a subdivision or combination of shares or stock dividend
        provided for above, or a reorganization, merger, consolidation or sale of
        assets
        provided for elsewhere in this paragraph (f)), then and in each such event
        the
        holder of each share of Series A Preferred Stock shall have the right thereafter
        to convert such share into the kind and amount of shares of stock and other
        securities and property receivable upon such reorganization, reclassification
        or
        other change, by holders of the number of shares of Common Stock into which
        such
        shares of Series A Preferred Stock might have been converted immediately
        prior
        to such reorganization, reclassification, or change, all subject to further
        adjustment as provided herein.

       

      (viii)  Reorganization,
        Mergers, Consolidations or Sales of Assets.
        If at any time or from time to time there shall be a capital reorganization
        of
        the Common Stock (other than a subdivision, combination, reclassification
        or
        exchange of shares provided for elsewhere in this paragraph (f)) or a 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 holders of the Series A Preferred
        Stock shall thereafter be entitled to receive upon conversion of such Series
        A
        Preferred Stock, 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 deliverable upon
        conversion would have been entitled on such capital reorganization, merger,
        consolidation or sale. In any such case, appropriate adjustment shall be
        made in
        the application of the provisions of this paragraph (f) with respect to the
        rights of the holders of the Series A Preferred Stock after the reorganization,
        merger, consolidation or sale to the end that the provisions of this paragraph
        (f) (including adjustment of the Conversion Price then in effect and the
        number
        of shares purchasable upon conversion of the Series A Preferred Stock) shall
        be
        applicable after that event as nearly equivalent as may be
        practicable.

       

      (ix)  Certificate
        of Adjustment.
        In each case of an adjustment or readjustment of the Conversion Price or
        the
        securities issuable upon conversion of the Series A Preferred Stock, the
        Corporation shall compute such adjustment or readjustment in accordance herewith
        and the Corporation shall cause one of its executive officers to prepare
        and
        sign a certificate showing such adjustment or readjustment, and shall mail
        such
        certificate by first class mail, postage prepaid, to each registered holder
        of
        the Series A Preferred Stock 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.

       

      (x)  Notices
        of Record Date.
        In the event of (A) any taking by the Corporation of a record of the holders
        of
        any class or series of securities for the purpose of determining the holders
        thereof who are entitled to receive any dividend or other distribution or
        (B)
        any reclassification or recapitalization of the capital stock of the
        Corporation, any merger or consolidation of the Corporation or any transfer
        of
        all or substantially all of the assets of the Corporation to any other
        corporation, entity or person, or any voluntary or involuntary dissolution,
        liquidation or winding up of the Corporation, the Corporation shall mail
        to each
        holder of Series A Preferred Stock at least 10 days prior to the record date
        specified therein, a notice specifying (1) the date on which any such record
        is
        to be taken for the purpose of such dividend or distribution and a description
        of such dividend or distribution, (2) the date on which any such reorganization,
        reclassification, transfer, consolidation, merger, dissolution, liquidation
        or
        winding up is expected to become effective and (3) the time, if any is to
        be
        fixed, as to when the holders of record of Common Stock (or other securities)
        shall be entitled to exchange their shares, of Common Stock (or other
        securities) for securities or other property deliverable upon such
        reorganization, reclassification, transfer, consolidation, merger, dissolution,
        liquidation or winding up.

       

      
        
          
          

        

        
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      (xi)  Fractional
        Shares.
        No fractional shares of Common Stock shall be issued upon conversion of the
        Series A Preferred Stock. In lieu of any fractional shares to which the holder
        would otherwise be entitled, the Corporation shall pay
        the holder of the fractional share an amount of cash equal to the fraction
        times
        the fair
        value of one share of Common Stock.
        

       

      (xii)  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,
        3,333,333 shares of Common 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 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
        purpose.

       

      (xiii)  Notices.
        Any notice required by the provisions of this paragraph (f) to be given to
        the
        holders of shares of Series A Preferred Stock shall be deemed given (A) if
        deposited in the United States mail, postage prepaid, or (B) if given by
        any
        other reliable or generally accepted means (including by facsimile or by
        a
        nationally recognized overnight courier service), in each case addressed
        to each
        holder of record at his address (or facsimile number) appearing on the books
        of
        the Corporation.

       

      (xiv)  Payment
        of Taxes.
        The Corporation will pay all transfer taxes and other governmental charges
        that
        may be imposed in respect of the issue or delivery of shares of Common Stock
        upon conversion of shares of Series A Preferred Stock.

       

      (xv)  No
        Dilution or Impairment.
        The Corporation shall not amend its Articles of Incorporation or participate
        in
        any reorganization, transfer of assets, consolidation, merger, dissolution,
        issue or sale of securities or any other voluntary action, for the purpose
        of
        avoiding or seeking to avoid the observance or performance of any of the
        terms
        to be observed or performed hereunder by the Corporation, without the approval
        of a majority of the then outstanding Series A Preferred Stock. 

       

      (g)  No
        Re-issuance of Preferred Stock.
        Any shares of Series A Preferred Stock acquired by the Corporation by reason
        of
        purchase, conversion or otherwise shall be canceled, retired and eliminated
        from
        the shares of Series A Preferred Stock that the Corporation shall be authorized
        to issue. All such shares shall upon their cancellation become authorized
        but
        unissued shares of Preferred Stock and may be reissued as part of a new series
        of Preferred Stock subject to the conditions and restrictions on issuance
        set
        forth in the Articles of Incorporation or in any Certificate of Designation
        creating a series of Preferred Stock or any similar stock or as otherwise
        required by law. 

       

      
        
          
          

        

        
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      (h)  Severability.
        If any right, preference or limitation of the Series A Preferred Stock set
        forth
        herein is invalid, unlawful or incapable of being enforced by reason of any
        rule, law or public policy, all other rights, preferences and limitations
        set
        forth herein that can be given effect without the invalid, unlawful or
        unenforceable right, preference or limitation shall nevertheless remain in
        full
        force and effect, and no right, preference or limitation herein shall be
        deemed
        dependent upon any other such right, preference or limitation unless so
        expressed herein.

       

      3.  The
        number of authorized shares of Preferred Stock of the Corporation is 5,000,000,
        and the number of shares of Series A Preferred Stock, none of which has been
        issued, is 3,333,333.

       


      
        
          
          

        

        
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        The
          undersigned declares under penalty of perjury that the matters set out
          in the
          foregoing Certificate are true of his own knowledge. Executed at Laguna
          Niguel,
          California, on this 27th day of December, 2005.

      

      


       

                     ________________________________________

                 Name:
        Michael Martinez

                 Title:
        President

       

      


      
        
          
          

        

        
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