Exhibit 4.1

                    CERTIFICATE OF DESIGNATION OF PREFERENCES
                     AND RIGHTS OF SERIES H PREFERRED STOCK
                         OF BAYWOOD INTERNATIONAL, INC.

              (PURSUANT TO NEVADA REVISED STATUTES SECTION 78.1955)

     The undersigned, being the President and Chief Executive Officer of Baywood
International, Inc., a Nevada corporation (the "Corporation"), certifies that
the Board of Directors of the Corporation, pursuant to the authority granted in
"Article IV: Capital Stock" of the Corporation's Articles of Incorporation, as
amended, has adopted the following resolutions:

     WHEREAS, the Articles of Incorporation of the Corporation, as amended,
provides for a class of shares known as preferred stock, issuable from
time-to-time in one or more classes, par value $1.00;

     WHEREAS, the Board of Directors of the Corporation is authorized to
prescribe the classes, and the number of each class or series of stock and the
voting powers, designations, preferences, conversion features, restrictions and
relative rights of each class or series of stock and that the foregoing may be
fixed and determined by resolution of the Board of Directors, without further
amendment to the Articles of Incorporation;

     WHEREAS, the Board of Directors of the Corporation desires, pursuant to its
authority, to determine and fix the rights, preferences, privileges and
restrictions relating to the class of preferred stock and the number of shares
constituting and the designation of such initial series;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors establishes a
class of preferred stock and has prescribed the following voting powers,
designations, preferences, limitations, restrictions and relative rights of such
series:

A.     Designation. The series of Preferred Stock shall be designated as Series
H Preferred Stock (the "Series H Preferred Stock").

B.     Number. The number of shares constituting the Series H Preferred Stock
shall be 350,000.

C.     Face Value: The face value of the Series H Preferred Stock shall be par
value, or $1.00 per share.

D.     Dividend: The holders of the Series H Preferred Stock shall be entitled
to receive an 8% dividend on the face value of the Series H Preferred Stock
payable in the common stock of the Corporation (the "Common Stock"). The Common
Stock will be valued based on 30-day average closing price and will be paid to
the holder every six months.

E.     Liquidation Rights. The holders of the Series H Preferred Stock shall
have liquidation rights as follows (the "Liquidation Rights"):

     In the event of any liquidation, dissolution or winding up of the
Corporation, holders of shares of Series H Preferred Stock are entitled to
receive, out of legally available assets, a liquidation preference of 200% of
face value, plus an amount equal to any accrued and unpaid dividends to the
payment date, and no more, before any payment or distribution is made to the
holders of Common Stock, any previous series of the Corporation's preferred
stock or any series or class of the Corporation's stock hereafter issued that


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ranks junior as to liquidation rights to the Series H Preferred Stock. But the
holders of Series H Preferred Stock will not be entitled to receive the
liquidation preference of such shares until the liquidation preferences of any
series or class of the Corporation's stock hereafter issued that ranks senior as
to liquidation rights to the Series H Preferred Stock ("senior liquidation
stock") has been paid in full. The holders of Series H Preferred Stock and all
other series or classes of the Corporation's stock hereafter issued that rank on
a parity as to liquidation rights with the Series H Preferred Stock are entitled
to share ratably, in accordance with the respective preferential amounts payable
on such stock, in any distribution (after payment of the liquidation preference
of the senior liquidation stock) which is not sufficient to pay in full the
aggregate of the amounts payable thereon. After payment in full of the
liquidation preference of the shares of Series H Preferred Stock, the holders of
such shares will not be entitled to any further participation in any
distribution of assets by the Corporation.

F.     Conversion. The face value of the Series H Preferred Stock shall have
conversion rights into Common Stock at $0.02 per share. If there shall occur any
stock split, stock dividend, reverse stock split, or other subdivision of the
Corporation's Common Stock ("Stock Event"), for which the Company receives no
new value, then the number of shares of Common Stock to be received by the
Holder of the Series H Preferred Stock shall be appropriately adjusted (upward
or downward) so that the proportion of the number of shares issuable hereunder
prior to such Stock Event is equal to the proportion of the number of shares
issuable hereunder after such Stock Event. If after three years any holder of
the Series H Preferred Stock has not converted any portion of the Series H
Preferred Stock, the Corporation may mandatorily convert such Series H Preferred
Shares at the Corporation's sole discretion.

G.     Corporate Change. In the event of a merger, reorganization,
recapitalization or similar event of, or with respect to, the Corporation (a
"Corporate Change") (other than a Corporate Change in which the Corporation is
the surviving entity or in which all or substantially all of the consideration
received by the holders of the Corporation's capital stock upon such Corporate
Change consists of cash or assets other than securities issued by the acquiring
entity or any affiliate thereof), this Series H Preferred Stock shall be assumed
by the acquiring entity.

H.     Voting Rights. The Holders of the Series H Preferred Stock shall have 1
vote for every share of Common Stock that the holder would receive on an
if-converted basis and shall be entitled to vote on any and all matters brought
to a vote of shareholders of Common Stock. Holders of Series H Preferred Stock
shall be entitled to notice of all shareholder meetings or written consents with
respect to which they would be entitled to vote, which notice would be provided
pursuant to the Corporation's Bylaws and applicable statutes.

I.     Protective Provisions. So long as shares of Series H Preferred Stock are
outstanding, the Corporation shall not without first obtaining the approval (by
voting or written consent, as provided by Nevada law) of the holders of at least
a majority of the then outstanding shares of Series H Preferred Stock:

     1.   alter or change the rights, preferences or privileges of the shares of
     Series H Preferred Stock so as to affect adversely the Series H Preferred
     Stock;

     2.   create any new class or series of stock having a preference over the
     Series H Preferred Stock;

     3.   do any act or thing not authorized or contemplated by this Designation
     which would result in taxation of the holders of shares of the Series H
     Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as
     amended (or any comparable provision of the Internal Revenue Code as
     hereafter from time-to-time amended).


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J.   Redemption of Stock.

     1.   Redemption Price. The Corporation may redeem the holders of shares of
     Series H Preferred Stock, out of legally available assets, at a redemption
     value of 115% of face value, plus an amount equal to any accrued and unpaid
     dividends to the Redemption Date (as hereafter defined).

     2.   Notice of Redemption. The Corporation shall mail written notice of
     each redemption of Series H Preferred Stock to each record holder of Series
     H Preferred Stock not more than sixty (60) nor less than thirty (30) days
     prior to the date on which such redemption is to be made. The date
     specified in such notice for redemption is herein referred to as the
     "Redemption Date."

     3.   Termination of Rights. On the Redemption Date all rights pertaining to
     the Series H Preferred Stock, including, but not limited to, any right of
     conversion, will cease, and such Series H Preferred Stock will not be
     deemed to be outstanding. All certificates representing the Series H
     Preferred Stock subject to redemption will represent only the right to
     receive payment in accordance with the provisions of this Paragraph J.

     4.   Redeemed or Otherwise Acquired Shares. Any shares of Series H
     Preferred Stock which are redeemed or otherwise acquired by the Corporation
     shall be canceled, may not be reissued as Series H Preferred Stock, and
     shall be returned to the status of authorized and unissued shares of
     Preferred Stock without designation as to series.

K.     Amendments. Subject to Paragraph G above, the designation, number of,
and voting powers, designations, preferences, limitations, restrictions and
relative rights of the Series H Preferred Stock may be amended by a resolution
of the Board of Directors.

DATED this 21st day of December, 2005.


/s/ Neil Reithinger
-------------------
Neil Reithinger, President &
Chief Executive Officer


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