EXHIBIT 4.2

                      CERTIFICATE OF DESIGNATION OF SERIES
                 AND DETERMINATION OF RIGHTS AND PREFERENCES OF
                     SERIES A CONVERTIBLE PREFERRED STOCK OF
                                   XDOGS, INC.


     XDOGS, Inc., a Nevada corporation (the "Company"), acting pursuant to
Nevada Revised Statutes Section 78.1955, does hereby submit the following
Certificate of Designation of Series and Determination of Rights and Preferences
of its Series A Preferred Stock.

     FIRST: The name of the Company is XDOGS, Inc.

     SECOND: By unanimous consent of the Board of Directors of the Company dated
June 3, 2002, the following resolutions were duly adopted:

     WHEREAS, the Articles of Incorporation of the Company authorize Preferred
Stock consisting of One Million (1,000,000) shares, par value $.10 per share,
issuable from time to time in one or more series; and

     WHEREAS, the Board of Directors of the Company is authorized, subject to
limitations prescribed by law and by the provisions of the Company's Articles of
Incorporation to establish and fix the number of shares to be included in any
series of Preferred Stock and the designation, rights, preferences, powers,
restrictions and limitations of the shares of such series; and

     WHEREAS, it is the desire of the Board of Directors to establish and fix
the number of shares to be included in a new series of Preferred Stock and the
designation, rights, preferences and limitations of the shares of such new
series;

     NOW, THEREFORE, BE IT RESOLVED: That pursuant to the Company's Articles of
Incorporation there is hereby established a new series of One Hundred (100)
shares of convertible Preferred Stock of the Company (the "Series A Preferred
Stock") to have the designation, rights, preferences, powers, restrictions and
limitations as follows, and which shall rank, with respect to dividends and
rights upon liquidation, winding up and dissolution, senior to all other classes
of the Company's capital stock now existing:

                                   ARTICLE I

                                    DIVIDENDS
                                    ---------

(a) Payment of Dividends. The holders of record of shares of Series A Preferred
Stock shall be entitled to receive, out of any assets at the time legally
available therefor and when and as declared by the Board of Directors, cash
dividends at the rate of eight percent (8%) of the amount per share of Series A
Preferred Stock paid by the initial holders thereof (the "Original Price") per
annum (the "Preferred Dividends"), and no more, payable to the extent assets are
legally available therefor on the 15th day of September, December, March and

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June beginning on September 15, 2002 or, if later, the first of such dates after
the date of issuance of the Series A Preferred Stock (the "Issuance Date"). In
the case of shares of Series A Preferred Stock outstanding for less than a
particular quarter, Preferred Dividends shall be pro rated based on the portion
of the quarter during which such shares are outstanding. Preferred Dividends on
the Series A Preferred Stock shall be fully cumulative until declared and paid,
and shall accrue to the end of the month prior to the quarterly scheduled
payment dates above in arrears; provided, however, that such dividends shall not
compound over time. Preferred Dividends on the Series A Preferred Stock are to
be paid prior and in preference to any declaration or payment of any
Distribution (as defined below) on any outstanding shares of the Company's
common stock, par value $.001 per share (the "Common Stock"), other than
dividends payable solely in shares of Common Stock or other securities and
rights convertible into or entitling the holder thereof to receive, directly or
indirectly, additional shares of Common Stock and no other securities. Any
amounts for which such assets are not legally available shall be paid promptly,
as assets become legally available therefor.

(b) No Payment on Junior Stock. So long as any shares of Series A Preferred
Stock are outstanding, the Company shall not declare, pay or set apart for
payment any dividend or make any Distribution on any class or series of equity
securities of the Company which by its terms does not rank senior to the Series
A Preferred Stock ("Junior Stock") (other than dividends or Distributions
payable in additional shares of Junior Stock), unless at the time of such
dividend or Distribution the Company shall have paid all accrued and unpaid
dividends on the outstanding shares of Series A Preferred Stock.

For purposes hereof, unless the context otherwise requires, "Distribution" shall
mean the transfer of cash or property without consideration, whether by way of
dividend or otherwise, payable other than in shares of Common Stock or other
equity securities of the Company, or the purchase or redemption of shares of the
Company for cash or property.

(c) Participation in Distributions on Common Stock. The holders of a Series A
Preferred Stock shall participate pro rata, on an as-converted to Common Stock
basis (by disregarding any limitations on conversion described in Article V
below), with holders of Common Stock in any Distributions made on Common Stock.

                                   ARTICLE II

                                  VOTING RIGHTS
                                  -------------

Except as otherwise required by Nevada law, the Series A Preferred Stock shall
vote on an as-converted to Common Stock basis (by disregarding any limitations
on conversion described in Article V below) with holders of Common Stock on all
matters on which holders of Common Stock are entitled to vote. The Common Stock
into which the Series A Preferred Stock is convertible shall, upon issuance,
have all of the same voting rights as other issued and outstanding Common Stock.

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                                  ARTICLE III

                             LIQUIDATION PREFERENCE
                             ----------------------

(a) Payment of Liquidation Preference Amount. In the event of the liquidation,
dissolution or winding up of the affairs of the Company, whether voluntary or
involuntary, after payment or provision for payment of the debts and other
liabilities of the Company, the holders of shares of the Series A Preferred
Stock then outstanding shall be entitled to receive, out of the assets of the
Company whether such assets are capital or surplus of any nature, an amount per
each share of Series A Preferred Stock equal to the Original Price plus any
accrued and unpaid Preferred Dividends on such shares of Series A Preferred
Stock (together, the "Liquidation Preference Amount"), before any payment shall
be made or any assets distributed to the holders of any other class of the
Company's capital stock now existing (including the Series A Preferred Stock).
After payment of the full Liquidation Preference Amount, the holders of shares
of Series A Preferred Stock will participate pro rata, on an as-converted to
Common Stock basis (by disregarding any limitations on conversion described in
Article V below), with holders of Common Stock in any distribution of the assets
of the Company.

(b) Liquidation, Dissolution, or Winding Up. A "liquidation, dissolution or
winding up" of the Company shall be deemed to be occasioned by, or to include,
(i) the acquisition of the Company by another entity by means of any transaction
or series of related transactions (including, without limitation, any
reorganization, merger or consolidation (but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company) or (ii)
sale of all or substantially all of the assets or shares of stock of the
Company; provided, however, that, in each such case, the applicable transaction
shall not be deemed a liquidation, dissolution or winding up unless the
Company's shareholders of record as constituted immediately prior to such
transaction (by virtue of shares of the Company owned by such shareholders or
securities issued solely with respect thereto as consideration for the Company's
acquisition or sale or otherwise) hold less than 50% of the voting power of the
surviving or acquiring entity.

(c) Valuation of Securities. If the Company distributes securities pursuant to
this Article IV and the value of such securities is not determined pursuant to a
separate agreement relating to such distribution, such securities shall be
valued as follows:

     (i) With respect to securities not subject to restrictions on free
     marketability:

          (A) If traded on a securities exchange or the Nasdaq National Market
          System, the value shall be deemed to be the average of the closing
          prices of the securities on such exchange or quotation system over a
          thirty (30) day period ending three (3) days prior to the applicable
          determination date;

          (B) If actively traded over-the-counter, the value shall be deemed to
          be the average of the closing bid or sale prices (whichever is
          applicable) over the thirty (30) day period ending three (3) days
          prior to the applicable determination date; and

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     (ii) The method of valuation of securities subject to restrictions on free
     marketability (other than restrictions arising solely by virtue of a
     shareholder's status as an affiliate or former affiliate) shall be to make
     an appropriate discount, as determined in good faith by the Company's Board
     of Directors, from the market value determined as above in (i)(A) or (B) to
     reflect the approximate fair market value thereof. If there is no active
     trading market for the securities, then their value shall be the fair
     market value on the date of distribution as determined in good faith by the
     Board of Directors.

                                   ARTICLE IV

                                   CONVERSION
                                   ----------

     The holders of Series A Preferred Stock shall have the following conversion
rights (the "Conversion Rights"):

(a) Right to Convert. At any time on or after the issuance of the Series A
Preferred Stock, the holder of any shares of Series A Preferred Stock may elect
to convert all or any portion of the shares of Series A Preferred Stock held by
such person into a number of fully paid and non-assessable shares of Common
Stock, as follows. Each share of Series A Preferred Stock shall, upon
conversion, represent 0.4% of the then "Fully-Diluted Shares Outstanding" of the
Company. "Fully-Diluted Shares Outstanding" is computed as the sum of the number
of shares of Common Stock outstanding plus the number of shares of Common Stock
issuable upon exercise, conversion or exchange of outstanding options, warrants,
convertible securities (including the shares of Series A Preferred Stock) or
other rights, or upon exercise, conversion or exchange of securities which by
their terms are exercisable, convertible or exchangeable for other securities
exercisable, convertible or exchangeable for Common Stock. The effect of this
provision is that if all 100 shares of the Series A Preferred Stock authorized
hereby converted at once, the Company would issue the holders a number of shares
of Common Stock representing (after the issuance) 40% of the Fully-Diluted
Shares Outstanding.

(b) Limitations on Conversion. In the event that the Company does not have an
adequate number of shares of Common Stock authorized, but unissued, to allow for
the full conversion of the Series A Preferred Stock, or if Nasdaq or applicable
exchange rules require shareholder approval or other action prior to full
conversion, then, upon a conversion request made below, only the maximum
allowable number of shares of Series A Preferred Stock shall convert into Common
Stock and the remaining shares of Series A Preferred Stock shall convert upon
lapse of the applicable restrictions. In no event shall a limitation on
conversion to Common Stock hereunder affect the rights of holders of Series A
Preferred Stock to Distributions, voting or the Liquidation Preference Amount as
though fully converted to Common Stock.

(c) Notice of Conversion. A holder shall make the holder's election for
conversion by executing and delivering to the Company a Conversion Notice in the
form of Exhibit I hereto.

(d) Mechanics of Voluntary Conversion. 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 (after
aggregating all shares of Series A Preferred Stock held by such holder), the
Company shall pay cash equal to the product of such fraction multiplied by the
average of the closing bid prices of the Common Stock for the five (5)

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consecutive trading days immediately preceding the date of the conversion, or if
there is no active trading market for such Common Stock, as valued at the fair
market value on the date of payment as determined by the Board of Directors.
Before any holder of Series A Preferred Stock shall be entitled to convert the
same into shares of Common Stock pursuant to this Article V, such holder shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Company or of any transfer agent for such Series A Preferred Stock, and
shall give written notice by mail, postage prepaid, to the Company at its
principal corporate office, of the election to convert the same. 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 as of such date. In the
event of an automatic conversion pursuant to paragraph (b), the outstanding
shares of Series A Preferred Stock shall be converted automatically without any
further action by the holder of such shares and whether or not the certificates
representing such shares are surrendered to the Company or the transfer agent
for such Series A Preferred Stock; and the Company shall not be obligated to
issue certificates evidencing such shares of Common Stock issuable upon such
automatic conversion unless the certificates evidencing such shares of Series A
Preferred Stock are either delivered to the Company or the transfer agent for
such Series A Preferred Stock as provided above, or the holder notifies the
Company or the transfer agent for such Series A Preferred Stock that such
certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the Company to indemnify the Company from and against any loss
incurred by it in connection with such certificates. The Company shall, as soon
as practicable thereafter, issue and deliver to such address as the holder may
direct, a certificate or certificates for the number of shares of Common Stock
to which such holder shall be entitled.

(e) Status of Converted Stock. In the event that any shares of Series A
Preferred Stock shall be converted pursuant to this Article V, the shares so
converted shall be canceled and shall revert to authorized, but unissued shares
of undesignated capital stock.

(f) Adjustment of Conversion Rights. The conversion rights shall be subject to
adjustment from time to time as follows:

     (i) Adjustments for Stock Dividend and Other Distributions. In the event
     the Company makes, or fixes a record date for the determination of holders
     of Common Stock entitled to receive, any distribution (excluding
     repurchases of securities by the Company not made on a pro rata basis)
     payable in property, in securities of other persons or of the Company other
     than shares of Common Stock or evidences of indebtedness of other persons
     or of the Company, and other than as otherwise adjusted for in this Article
     V or as provided for in Article II in connection with a dividend, then, and
     in each such event, the holders of Series A Preferred Stock shall receive,
     at the time of such distribution, the amount of any such distribution that
     they would have received had their Series A Preferred Stock been converted
     into Common Stock immediately prior to the date of such event.

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<PAGE>


     (ii) Adjustments for Reorganization, Reclassification or Similar Events. If
     the Common Stock shall be changed into the same or a different number of
     shares of any other class or classes of stock or other securities or
     property, whether by capital reorganization, reclassification or otherwise,
     then each share of Series A Preferred Stock shall thereafter be convertible
     into the number of shares of stock or other securities or property to which
     a holder of the number of shares of Common Stock of the Company deliverable
     upon conversion of such shares of Series A Preferred Stock shall have been
     entitled upon such reorganization, reclassification or other event.

(g) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the conversion rights pursuant to this Article V, the Company,
at its expense, shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to each holder of Series A
Preferred Stock to which such adjustment pertains a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.

(h) Notices of Record Date. In the event of taking by this Company 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, this Company shall mail to each holder
of Series A Preferred Stock, at least twenty (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.

(i) Notices. Any notice required by the provisions of this Article V to be given
to the holders 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 his, her or its address appearing on the books of this Company.

(j) Effect of Conversion on Accrued Dividends. Upon any conversion of Series A
Preferred Stock, any dividends accrued but unpaid (whether or not declared) to
the date of conversion on the Series A Preferred Stock shall be canceled.



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                                   ARTICLE VI

                                  MISCELLANEOUS
                                  -------------

(a) Changing the Terms of Series A Preferred Stock. Any provision of this
Certificate of Designation may be amended, altered, changed, repealed or waived
by a consent in writing without a meeting of shareholders signed by the holders
of at least a majority of the then outstanding shares of Series A Preferred
Stock, or by the affirmative vote of the same proportion of holders at a meeting
of shareholders duly called for such purpose.

(b) Lost or Stolen Certificates. Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Certificates representing shares of Series A Preferred Stock, and, in the case
of loss, theft or destruction, of a satisfactory indemnification undertaking by
the holder to the Company and, in the case of mutilation, upon surrender and
cancellation of the Series A Preferred Stock Certificate(s), the Company shall
execute and deliver new preferred stock certificate(s) of like tenor and date;
provided, however, that the Company shall not be obligated to re-issue preferred
stock certificates if the holder contemporaneously requests the Company to
convert such shares of Series A Preferred Stock into Common Stock.

(c) Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief. 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, without limitation,
a decree of specific performance and/or other injunctive relief). No remedy
contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy, 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. Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the holder thereof and shall not, except as
expressly provided herein, be subject to any other obligation of the Company (or
the performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the holders of the Series A
Preferred Stock and that the remedy at law for any such breach may be
inadequate. Therefore, the Company agrees that, in the event of any such breach
or threatened breach, the holders of the Series A Preferred Stock shall be
entitled, in addition to all other available rights and remedies, to an
injunction restraining any such breach or threatened breach, without the
necessity of showing economic loss and without any bond or other security being
required.

(d) Specific Shall Not Limit General; Construction. No specific provision
contained in this Certificate of Designation shall limit or modify any more
general provision contained herein. This Certificate of Designation shall be
deemed to be jointly drafted by the Company and all initial purchasers of the
Series A Preferred Stock and shall not be construed against any person as the
drafter hereof.

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(e) Failure or Indulgence Not Waiver. No failure or delay on the part of a
holder of Series A Preferred Stock in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be executed
by its President and Chief Executive Officer this 11th day of July, 2002.



                                      /s/ Kent A. Rodriguez
                                      -------------------------------------
                                      Kent A. Rodriguez
                                      President and Chief Executive Officer


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                                                                       EXHIBIT I
                                   XDOGS, INC.
                                CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Relative Rights and
Preferences of the Series A Preferred Stock of XDogs, Inc. (the "Certificate of
Designation"). In accordance with and pursuant to the Certificate of
Designation, the undersigned hereby elects to convert the number of shares of
Series A Preferred Stock, par value $.10 per share (the "Preferred Shares"), of
XDogs, Inc., a Nevada corporation (the "Company"), indicated below into shares
of Common Stock, par value $.001 per share (the "Common Stock"), of the Company,
by tendering the stock certificate(s) representing the share(s) of Preferred
Shares specified below as of the date specified below.

Date:

Number of Preferred Shares to be converted:

Stock certificate no(s). of Preferred Shares to be converted:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

Issue to:





Facsimile Number:

Authorization:

By: