Exhibit 4.2

                           CERTIFICATE OF DESIGNATION,
                          OF THE RIGHTS AND PREFERENCES
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                              INNOVA HOLDINGS, INC.
      Innova Holdings, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Company"), hereby certifies that the following
resolutions were adopted by the Board of Directors of the Company pursuant to
the authority of the Board of Directors as required by Section 151 of the
Delaware General Corporation Law (the "DGCL").

      RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Company (the "Board of Directors" or the "Board") in
accordance with the provisions of its Articles of Incorporation and Bylaws, each
as amended through the date hereof, the Board of Directors hereby authorizes a
series of the Company's previously authorized Preferred Stock, $.001 par value
(the "Preferred Stock"), and hereby states the designation and number of shares,
and fixes the relative rights, preferences, privileges, powers and restrictions
thereof as follows:

I.  CERTAIN DEFINITIONS

      For purposes of this Certificate of Designation, capitalized terms are
defined in this Certificate of Designation or shall have the following meanings:

      "Change of Control" means the acquisition, directly or indirectly, by any
Person of ownership of, or the power to direct the exercise of voting power with
respect to, a majority of the issued and outstanding voting shares of the
Company, excluding any acquisition arising from the conversion into Common Stock
of Series B Preferred Stock.

      "Common Stock" means the common stock of the Company, par value $.001 per
share.

       "Issuance Date" means the date of initial issuance of the Series B
Preferred Stock.

      "Per Share Market Value" of the Common Stock means on any particular date
(a) the last sale price of shares of Common Stock on such date or, if no such
sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common Stock is not then listed or admitted to trading on any national
securities exchange, the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common Stock on such date as reported on
the OTCBB or if there is no such price on such date, then the last bid price on

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the date nearest preceding such date, or (d) if the Common Stock is not quoted
on the OTCBB, the closing bid price for a share of Common Stock on such date in
the over-the-counter market as reported by the Pinksheets LLC (or similar
organization or agency succeeding to its functions of reporting prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding such date, or (e) if the Common Stock is no longer publicly traded,
the fair market value of a share of the Common Stock as determined by an
Appraiser as defined in Paragraph selected in good faith by the holders of a
majority of the Series B Preferred Stock; provided, however, that the Company,
after receipt of the determination by such Appraiser, shall have the right to
select an additional Appraiser, in which case, the fair market value shall be
equal to the average of the determinations by each such Appraiser.

      "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

      "Trading Day" means (a) a day on which the Common Stock is quoted on the
OTCBB or principal stock exchange on which the Common Stock has been listed, or
(b) if the Common Stock is not quoted on the OTCBB or any stock exchange, a day
on which the Common Stock is quoted in the over-the-counter market, as reported
by the National Association of Securities Dealers, Inc. ("NASD"), or (c) if the
Common Stock is not quoted on the NASD, a day on which the Common Stock is
quoted in the over-the-counter market as reported by the Pinksheets LLC (or any
similar organization or agency succeeding its functions of reporting prices).

                           II. DESIGNATION AND AMOUNT

      The designation of this series, which consists of five hundred twenty five
thousand (525,000) shares of Preferred Stock, is the Series B 5% Convertible
Preferred Stock (the "Series B Preferred Stock") and the stated value shall be
U.S. one dollar ($1.00) per share (the "Stated Value").

                                 III. DIVIDENDS

      The holder of the shares of Series B Preferred Stock shall be entitled to
receive dividends at the rate of five percent (5%) per annum on the stated value
of the Series B Preferred Stock before dividends are declared on any other
outstanding shares of stock of the Company. The dividends so payable will be
paid on each anniversary date of the Issuance Date to the person in whose name
the Series B Preferred Stock is registered. At the time such dividends are
declared and payable, the Company, in its sole discretion, may elect to pay the
dividends in cash or in the form of Common Stock. If paid in the form of Common
Stock, the amount of stock to be issued will be calculated as follows: the value
of the stock shall be the Closing Bid Price on the date the dividend is declared
and a number of shares of Common Stock with a value equal to the amount of the
dividend shall be issued. No fractional shares will be issued; therefore, in the
event that the value of the Common Stock per share does not equal the dividend,
the Company will pay the balance in cash.


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                                 IV. CONVERSION

      (a) Each outstanding share of Series B Preferred Stock shall be
convertible into the number of shares of Common Stock determined by dividing the
Stated Value by the Conversion Price as defined below, at the option of the
Holder in whole or in part, at any time commencing on or after the Issuance
Date; provided that any conversion under this section must be made during the
ten (10) day period immediately following the date on which the Company files
with the Securities and Exchange Commission any periodic report on form 10-QSB,
10-KSB or the equivalent form; provided further that, any conversion under this
Section IV(a) shall be for a minimum Stated Value of $500.00 of Series B
Preferred Stock. The Holder shall effect conversions by sending the form of
conversion notice attached hereto as Appendix I (the "Notice of Conversion") in
the manner set forth in Section IV(j). Each Notice of Conversion shall specify
the Stated Value of Series B Preferred Stock to be converted. The date on which
such conversion is to be effected (the "Conversion Date") shall be on the date
the Notice of Conversion is delivered pursuant to Section IV(j) hereof. Except
as provided herein, each Notice of Conversion, once given, shall be irrevocable.
Upon the entire conversion of the Series B Preferred Stock, the certificates for
such Series B Preferred Stock shall be returned to the Company for cancellation.

      (b) Not later than ten (10) Business Days after the Conversion Date, the
Company will deliver to the Holder (i) a certificate or certificates
representing the number of shares of Common Stock being acquired upon the
conversion of the Series B Preferred Stock and (ii) once received from the
Company, the Series B Preferred Stock in principal amount equal to the principal
amount of the Series B Preferred Stock not converted; provided, however, that
the Company shall not be obligated to issue certificates evidencing the shares
of Common Stock issuable upon conversion of any Series B Preferred Stock until
the Series B Preferred Stock are either delivered for conversion to the Company
or any transfer agent for the Series B Preferred Stock or Common Stock, or the
Holder notifies the Company that such Series B Preferred Stock certificates have
been lost, stolen or destroyed and provides an agreement reasonably acceptable
to the Company to indemnify the Company from any loss incurred by it in
connection therewith. In the case of a conversion pursuant to a Notice of
Conversion, if such certificate or certificates are not delivered by the date
required under this Section IV(b), the Holder shall be entitled, by providing
written notice to the Company at any time on or before its receipt of such
certificate or certificates thereafter, to rescind such conversion, in which
event the Company shall immediately return the Series B Preferred Stock tendered
for conversion.

      (c) The Conversion Price for each share of Series B Preferred Stock in
effect on any Conversion Date shall be the lesser of (a) seventy five percent
(75%) of the average closing bid price of the Common Stock over the twenty (20)
trading days immediately preceding the date of conversion or (b) $0.005. For
purposes of determining the closing bid price on any day, reference shall be to
the closing bid price for a share of Common Stock on such date on the NASD OTC
Bulletin Board, as reported on Bloomberg, L.P. (or similar organization or
agency succeeding to its functions of reporting prices).

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      (d) (i) If the Company, at any time while any Series B Preferred Stock are
outstanding, (a) shall pay a stock dividend or otherwise make a distribution or
distributions on shares of its Junior Securities (as defined below) payable in
shares of its capital stock (whether payable in shares of its Common Stock or of
capital stock of any class), (b) subdivide outstanding shares of Common Stock
into a larger number of shares, (c) combine outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of shares of
Common Stock any shares of capital stock of the Company, the Conversion Price
designated in Section IV(a) shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock of the Company
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made
pursuant to this Section IV(d)(j) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.

            (ii) If the Company, at any time while Series B Preferred Stock are
outstanding, shall distribute to all holders of Common Stock (and not to Holders
of Series B Preferred Stock) evidences of its indebtedness or assets or rights
or warrants to subscribe for or purchase any security, then in each such case
the Conversion Price at which each Series B Preferred Stock shall thereafter be
convertible shall be determined by multiplying the Conversion Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the Per Share Market Value of Common Stock determined as of the record
date mentioned above, and of which the numerator shall be such Per Share Market
Value of the Common Stock on such record date less the then fair market value at
such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
the Board of Directors in good faith; provided, however that in the event of a
distribution exceeding ten percent (10%) of the net assets of the Company, such
fair market value shall be determined by a nationally recognized or major
regional investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Company) (an "Appraiser") selected in
good faith by the Holders of a majority of the principal amount of the Series B
Preferred Stock then outstanding; and provided, further, that the Company, after
receipt of the determination by such Appraiser shall have the right to select an
additional Appraiser, in which case the fair market value shall be equal to the
average of the determinations by each such Appraiser. In either case the
adjustments shall be described in a statement provided to the Holder and all
other Holders of Series B Preferred Stock of the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one
share of Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.

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            (iii) All calculations under this Article IV shall be made to the
nearest 1/1000th of a cent or the nearest 1/1000th of a share, as the case may
be. Any calculation resulting in a fraction shall be rounded up to the next cent
or share.

             (iv) Whenever the Conversion Price is adjusted pursuant to Section
IV(d)(ii) or (iii), the Company shall within ten (10) days after the
determination of the new Fixed Conversion Price mail and fax to the Holder and
to each other Holder of Series B Preferred Stock, a notice setting forth the
Fixed Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.

            (v) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the sale or
transfer of all or substantially all of the assets of the Company or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then each holder of Series B Preferred Stock
then outstanding shall have the right thereafter to convert such Series B
Preferred Stock only into the shares of stock and other securities and property
receivable upon or deemed to be held by holders of Common Stock following such
reclassification, consolidation, merger, sale, transfer or share exchange
(except in the event the property is cash, then the Holder shall have the right
to convert the Series B Preferred Stock and receive cash in the same manner as
other stockholders), and the Holder shall be entitled upon such event to receive
such amount of securities or property as the shares of the Common Stock into
which such Series B Preferred Stock could have been converted immediately prior
to such reclassification, consolidation, merger, sale, transfer or share
exchange would have been entitled. The terms of any such consolidation, merger,
sale, transfer or share exchange shall include such terms so as to continue to
give to the holder the right to receive the securities or property set forth in
this Section IV(d)(v) upon any conversion following such consolidation, merger,
sale, transfer or share exchange. This provision shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.

            (vi)  If:

                  (A)   the Company shall declare a dividend (or any other
                        distribution) on its Common Stock; or

                  (B)   the Company shall declare a special nonrecurring cash
                        dividend on or a redemption of its Common Stock; or

                  (C)   the Company shall authorize the granting to all holders
                        of the Common Stock rights or warrants to subscribe for
                        or purchase any shares of capital stock of any class or
                        of any rights; or

                  (D)   the approval of any  stockholders of the Company shall
                        be required in  connection  with any  reclassification
                        of the  Common  Stock  of the  Company  (other  than a
                        subdivision or combination of the  outstanding  shares
                        of  Common  Stock),  any  consolidation  or  merger to
                        which the Company is a party,  any sale or transfer of
                        all  or  substantially   all  of  the  assets  of  the
                        Company,  or any compulsory share exchange whereby the
                        Common Stock is converted into other securities,  cash


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                        or property; or

                  (E)   the Company shall authorize the voluntary or involuntary
                        dissolution, liquidation or winding-up of the affairs of
                        the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Series B Preferred Stock, and shall cause to be
mailed and faxed to the Holders of Series B Preferred Stock at their last
addresses as it shall appear upon the Series B Preferred stock register, at
least thirty (30) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined, or (y) the date on which
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding-up; provided,
however, that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.

       (e) Intentionally omitted.

       (f) The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose
of issuance upon conversion of Series B Preferred Stock as herein provided, free
from preemptive rights or any other actual contingent purchase rights of persons
other than the Holders of Series B Preferred Stock, such number of shares of
Common Stock as shall be issuable (taking into account the adjustments and
restrictions of Section IV(d) hereof) upon the conversion of all outstanding
shares of Series B Preferred Stock. The Company covenants that all shares of
Common Stock that shall be so issuable shall, upon issue, be duly and validly
authorized, issued and fully paid and nonassessable.

      (g) No fractional shares of Common Stock shall be issuable upon a
conversion hereunder and the number of shares to be issued shall be rounded up
to the nearest whole share. If a fractional share interest arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing the Holder an additional full share of Common Stock.

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      (h) The issuance of certificates for shares of Common Stock on conversion
of Series B Preferred Stock shall be made without charge to the Holder for any
documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate upon conversion in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

      (i) Series B Preferred Stock converted into Common Stock shall be canceled
upon conversion.

      (j) Each Notice of Conversion shall be given by facsimile to the Company
no later than 4:00 pm EST. Any such notice shall be deemed given and effective
upon the transmission of such facsimile at the facsimile telephone number
specified in the Purchase Agreement. In the event that the Company receives the
Notice of Conversion after 4:00 p.m. EST, the Conversion Date shall be deemed to
be the next Business Day. In the event that the Company receives the Notice of
Conversion after the end of the Business Day, notice will be deemed to have been
given the next Business Day.

V.    REDEMPTION

      At any time after the Issuance Date through the fifth (5th) anniversary of
the Issuance Date, the Company shall have the option to redeem any unconverted
shares of the Series B Preferred Stock, either in part or whole, upon no less
than thirty (30) days written notice thereof given to the Holders thereof, at an
amount equal to one hundred thirty percent (130%) of the stated value of the
unconverted Series B Preferred Stock (the "Redemption Price") plus accrued and
unpaid dividends.

      No holder of Series B Preferred Stock may demand that the Series B
Preferred Stock be redeemed.



                                    VI. RANK

      The Series B Preferred Stock shall, as to distribution of assets upon
liquidation, dissolution or winding up of the Company, rank (i) prior to the
Company's Common Stock (ii) prior to any class or series of capital stock of the
Company hereafter created that, by its terms, ranks junior to the Series B
Preferred Stock ("Junior Securities"); (iii) junior to the Series A Preferred
Stock and any class or series of capital stock of the Company hereafter created
which by its terms ranks senior to the Series B Preferred Stock ("Senior
Securities"); (iv) pari passu with any other series of preferred stock of the
Company hereafter created which by its terms ranks on a parity ("Pari Passu
Securities") with the Series B Preferred Stock.


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                           VII. LIQUIDATION PREFERENCE

      If the Company shall commence a voluntary case under the U.S. Federal
bankruptcy laws or any other applicable bankruptcy, insolvency or similar law,
or consent to the entry of an order for relief in an involuntary case under any
law or to the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Company or of any
substantial part of its property, or make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due, or if a decree or order for relief in respect of the Company shall
be entered by a court having jurisdiction in the premises in an involuntary case
under the U.S. Federal bankruptcy laws or any other applicable bankruptcy,
insolvency or similar law resulting in the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and any such decree or order shall
be unstayed and in effect for a period of sixty (60) consecutive days and, on
account of any such event, the Company shall liquidate, dissolve or wind up, or
if the Company shall otherwise liquidate, dissolve or wind up, including, but
not limited to, the sale or transfer of all or substantially all of the
Company's assets in one transaction or in a series of related transactions (a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital stock of the Company (other than Senior Securities and Pari Passu
Securities) upon liquidation, dissolution or winding up unless prior thereto the
Holders of shares of Series B Preferred Stock shall have received the
Liquidation Preference (as defined below) with respect to each share. If, upon
the occurrence of a Liquidation Event, the assets and funds available for
distribution among the Holders of the Series B Preferred Stock and Holders of
Pari Passu Securities shall be insufficient to permit the payment to such
holders of the preferential amounts payable thereon, then the entire assets and
funds of the Company legally available for distribution to the Series B
Preferred Stock and the Pari Passu Securities shall be distributed ratably among
such shares in proportion to the ratio that the Liquidation Preference payable
on each such share bears to the aggregate Liquidation Preference payable on all
such shares. The purchase or redemption by the Company of stock of any class, in
any manner permitted by law, shall not, for the purposes hereof, be regarded as
a liquidation, dissolution or winding up of the Company. Neither the
consolidation or merger of the Company with or into any other entity nor the
sale or transfer by the Company of substantially all of its assets shall, for
the purposes hereof, be deemed to be a liquidation, dissolution or winding up of
the Company. The "Liquidation Preference" with respect to a share of Series B
Preferred Stock means an amount equal to the Stated Value thereof. The
Liquidation Preference with respect to any Pari Passu Securities shall be as set
forth in the Certificate of Designation filed in respect thereof.

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                               VIII. VOTING RIGHTS

      The Holders of the Series B Preferred Stock have no voting power
whatsoever, except as provided by the DGCL. To the extent that under the DGCLthe
vote of the Holders of the Series B Preferred Stock, voting separately as a
class or series, as applicable, is required to authorize a given action of the
Company, the affirmative vote or consent of the Holders of at least a majority
of the then outstanding shares of the Series B Preferred Stock represented at a
duly held meeting at which a quorum is present or by written consent of the
Holders of at least a majority of the then outstanding shares of Series B
Preferred Stock (except as otherwise may be required under the DGCL) shall
constitute the approval of such action by the class. To the extent that under
the DGCL Holders of the Series B Preferred Stock are entitled to vote on a
matter with holders of Common Stock, voting together as one class, each share of
Series B Preferred Stock shall be entitled to a number of votes equal to the
number of shares of Common Stock into which it is then convertible (subject to
the limitations contained in Article IV) using the record date for the taking of
such vote of shareholders as the date as of which the Conversion Price is
calculated.

                                IX. MISCELLANEOUS

      (a) If any shares of Series B Preferred Stock are converted pursuant to
Article IV, the shares so converted shall be canceled, shall return to the
status of authorized, but unissued preferred stock of no designated series.

      (b) Upon receipt by the Company of (i) evidence of the loss, theft,
destruction or mutilation of any Preferred Stock certificate(s) and (ii) (y) in
the case of loss, theft or destruction, of indemnity (without any bond or other
security) reasonably satisfactory to the Company, or (z) in the case of
mutilation, upon surrender and cancellation of the Preferred Stock
certificate(s), the Company shall execute and deliver new Preferred Stock
certificate(s) of like tenor and date. However, the Company shall not be
obligated to reissue such lost or stolen Preferred Stock certificate(s) if the
Holder contemporaneously requests the Company to convert such Series B Preferred
Stock.

      (c) Upon submission of a Notice of Conversion by a Holder of Series B
Preferred Stock, (i) the shares covered thereby shall be deemed converted into
shares of Common Stock and (ii) the Holder's rights as a Holder of such
converted shares of Series B Preferred Stock shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock
and to any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Company to comply with the terms of
this Certificate of Designation. Notwithstanding the foregoing, if a Holder has
not received certificates for all shares of Common Stock prior to the tenth
(10th) business day after the expiration of the Delivery Period with respect to
a conversion of Series B Preferred Stock for any reason, then (unless the Holder
otherwise elects to retain its status as a holder of Common Stock by so
notifying the Company within five (5) business days after the expiration of such
ten (10) business day period) the Holder shall regain the rights of a Holder of
Series B Preferred Stock with respect to such unconverted shares of Series B
Preferred Stock and the Company shall, as soon as practicable, return such
unconverted shares to the Holder. In all cases, the Holder shall retain all of
its rights and remedies for the Company's failure to convert Series B Preferred
Stock.

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      (d) The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit a
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Certificate of Designation. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the
Holders of Series B Preferred Stock and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees, in the event of any such
breach or threatened breach, that the Holders of Series B Preferred Stock shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

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      IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer and
Secretary of Innova Holdings, Inc., hereby declare under penalty of perjury that
the foregoing is a true and correct copy of the Certificate of Designation of
the Rights and Preferences of the Series B Convertible Preferred Stock of Innova
Holdings, Inc. duly adopted by the Board of Directors of Innova Holdings, Inc.
on September 21, 2004, and this Certificate of Designation is executed by the
undersigned on behalf of Innova Holdings, Inc. this 8th day of February, 2005.

                                       Innova Holdings, Inc.



                                       By: /s/ Walter Weisel
                                            -----------------
                                           Walter Weisel, CEO

                                       By: /s/ Sheri Aws
                                           -----------------------------
                                           Sheri Aws,  Secretary


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<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Series B Preferred Stock of Innova Holdings, Inc.)

The undersigned hereby irrevocably elects to convert the Series B Preferred
Stock into shares of Common Stock, par value $.001 per share (the "Common
Stock"), of Innova Holdings, Inc. (the "Company") according to the provisions of
the Certificate of Designation hereof, as of the date written below. If shares
are to be issued in the name of a person other than undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith.


Conversion calculations:

                         ----------------------------------------------
                               Date to Effect Conversion



                         ----------------------------------------------
                               Number of Shares to be Converted

                         ----------------------------------------------
                               Applicable Conversion Price

                         ----------------------------------------------
                               Number of Shares to be Issued Upon Conversion

                         ----------------------------------------------
                               Signature

                         ----------------------------------------------
                               Name

                         ----------------------------------------------
                              Address

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