Exhibit 4.1 Certificate of Designations of Series A -
                          Convertible Preferred Stock

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                     SERIES A - CONVERTIBLE PREFERRED STOCK

                                       OF

                           THE ENCHANTED VILLAGE, INC.



                        Pursuant to Section 151(g) of the
                         General Corporation Law of the
                                State of Delaware



            Kevin R. Keating,  Chief  Executive  Officer and  Secretary,  of The
Enchanted  Village,  Inc.  (the  "Corporation"),  a  corporation  organized  and
existing under and by virtue of the provisions of the General Corporation Law of
the State of Delaware,

            DOES HEREBY CERTIFY:

            FIRST:  The  Certificate  of  Incorporation   (the  "Certificate  of
Incorporation")  of the Corporation  authorizes the issuance of 5,000,000 shares
of preferred stock,  $0.002 par value per share ("Preferred  Stock"),  in one or
more series.

            SECOND:  A  resolution  providing  for and in  connection  with  the
issuance  of the  Preferred  Stock was duly  adopted  by the Board of  Directors
pursuant to  authority  expressly  conferred  on the Board of  Directors  by the
provisions of the Certificate of  Incorporation  as aforesaid,  which resolution
provides as follows:

            RESOLVED:  that  the  Board  of  Directors,  pursuant  to  authority
expressly  vested in it by Section III of the  Amendment to its  Certificate  of
Incorporation,  hereby authorizes the issuance of a series of Preferred Stock of
the  Corporation  and  hereby  establishes  the  voting  powers,   designations,
preferences  and relative,  participating,  optional and other  rights,  and the
qualifications, limitations and restrictions appertaining thereto in addition to
those set forth in such Certificate of Incorporation  (or otherwise  provided by
law) as follows (the following,  referred to hereinafter as "this resolution" or
"this Certificate of  Designations",  is to be filed as part of a Certificate of
Designations under Section 151(g) of the General Corporation Law of the State of
Delaware):

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      1. General.

            (a)  Designation  and  Number.   The   designations  of  convertible
preferred  stock  created  by this  resolution  shall be  Series  A  Convertible
Preferred  Stock,  par value $0.002 per share, of the Corporation (the "Series A
Preferred  Stock").  The number of shares of Series A Preferred  Stock which the
Corporation   shall  be  authorized  to  issue  shall  be  one  million   shares
(1,000,000).

            (b) Priority.  The Series A Preferred  Stock shall,  with respect to
rights on liquidation,  dissolution or winding up, rank (i) on a parity with the
Common Stock (as if the Series A Preferred  Stock had been converted into Common
Stock),  and (ii) junior to any other class of Preferred Stock established after
the Original Issue Date by the Board of Directors of the  Corporation  the terms
of which expressly  provide that such class will rank senior,  as to liquidation
rights or otherwise, to the Series A Preferred Stock ( "Senior Securities").

      2. Certain Definitions.

            (a) For purposes of this Certificate of Designations,  the following
terms shall have the meanings indicated below:

      "Business  Day"  means any day other than a  Saturday,  Sunday or a day on
which banking  institutions in the State of Delaware are authorized or obligated
by law or executive order to close.

      "Board of Directors" means the Board of Directors of the Corporation.

      "Common  Stock"  means  the  Corporation's   Common  Stock,  as  presently
authorized  by the  Certificate  of  Incorporation  and as such Common Stock may
hereafter  be changed  or for which such  Common  Stock may be  exchanged  after
giving effect to the terms of such change or exchange (by way of reorganization,
recapitalization, merger, consolidation or otherwise).

      "Original  Issue Date" shall mean the first date on which shares of Series
A Preferred Stock, as the context requires, are issued.

      "Person"  or  "person"  means  an  individual,  corporation,  partnership,
limited   liability   company,   firm,   association,   joint  venture,   trust,
unincorporated  organization,  government,  governmental body, agency, political
subdivision or other entity.

      "Preferred  Stock" means the  Corporation's  Preferred Stock, as presently
authorized by the Certificate of  Incorporation  and as such Preferred Stock may
hereafter be changed or for which such  Preferred  Stock may be exchanged  after
giving effect to the terms of such change or exchange (by way of reorganization,
recapitalization, merger, consolidation or otherwise).

      "Senior  Securities"  shall have the  meaning  set forth in  SECTION  1(B)
above.

      "Subsidiary",   with  respect  to  any  Person,   means  any  corporation,
association  or other entity  controlled  by such  Person.  For purposes of this
definition  "control",  with  respect  to any  Person,  shall  mean  possession,
directly  or  indirectly,  of the  power to direct  or cause  the  direction  of
management and policies of such Person,  whether through the ownership of voting
securities or by contract or otherwise.

            (b) The words "hereof",  "herein" and "hereunder" and other words of
similar import refer to this  Certificate of  Designations as a whole and not to
any particular Section or other subdivision.

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            (c) References  herein to the Certificate of  Incorporation  include
such Certificate as amended by this Certificate of Designations.

3. Voting Rights.

            (a) General. Except as may be required by law,

                  (i) the  holders of Series A  Preferred  Stock shall have full
voting  rights and powers,  and they shall be entitled to vote on all matters as
to which holders of Common Stock shall be entitled to vote, voting together with
the holders of Common Stock as one class; and

                  (ii) each holder of shares of Series A  Preferred  Stock shall
be entitled to the number of votes equal to the number of shares of Common Stock
into which such shares of Series A would be converted  (based on the  Conversion
Rate then in  effect)  on the  record  date for the vote  which is being  taken.
Fractional  votes shall not,  however,  be permitted and any  fractional  voting
rights resulting from the above formula (after  aggregating all shares of Common
Stock into which shares of Series A Preferred Stock held by each holder would be
converted, assuming an automatic conversion under SECTION 5(A)) shall be rounded
upward to the nearest whole number.

            (b) Actions Not Requiring  Holders' Consent.  The Corporation in its
sole  discretion  may without the vote or consent of any holders of the Series A
Preferred Stock amend or supplement this Certificate of Designations:

                  (i) to cure any ambiguity,  defect or inconsistency which does
not adversely affect the rights of the holders of Series A Preferred Stock; or

                  (ii) to make any change  that  would  provide  any  additional
rights or benefits to all the holders of the Series A Preferred Stock.

            (c)  Meetings;  Communications  The  holders  of  shares of Series A
Preferred  Stock shall be entitled to receive in the same manner and at the same
times as the holders of the Common Stock, notice of all meetings of stockholders
of the  Corporation  and  all  communications  sent  by the  Corporation  to its
stockholders.

      4. Dividend Rights.

            (a) General.  If any  dividends or other  distributions  (including,
without  limitation,  any  distribution of cash,  indebtedness,  assets or other
property,  but excluding any dividend  payable in shares of its common stock) on
Common Stock are so permitted and  declared,  such  dividends  shall be paid pro
rata to the holders of the Common  Stock and the Series A Preferred  Stock.  The
holders of the Series A Preferred  Stock shall  receive  such  dividend or other
distributions  in an amount that would be payable to such holder  assuming  that
such  shares  had  been  converted  on  the  record  date  for  determining  the
stockholders  of the  Corporation  entitled to receive payment of such dividends
into the  maximum  number of shares of Common  Stock into  which such  shares of
Preferred  Stock are then  convertible  as  provided  in  SECTION  5;  provided,
however,  that if the  Corporation  declares  and pays a dividend  on the Common

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Stock  consisting  of Common  Stock to which  the  anti-dilution  adjustment  in
subparagraph  (i) of  SECTION  5(E) is  applicable  and for which an  adjustment
thereunder  is made,  then no such  dividend will be paid to holders of Series A
Preferred   Stock,  and  in  lieu  thereof  the   anti-dilution   adjustment  in
subparagraph  (i) of SECTION  5(E) shall apply.  No  dividends  shall be paid or
declared  and set  apart  for  payment  on the  Common  Stock  unless  and until
dividends of at least the same per share amount (assuming the Series A Preferred
Stock had been converted into Common Stock) have been, or contemporaneously are,
paid or  declared  and set apart for  payment on the Series A  Preferred  Stock.
Holders of the Series A Preferred  Stock shall not be entitled to any dividends,
whether payable in cash, property or stock, in excess of the dividends as herein
described.

      5. Conversion of Series A Preferred Stock into Common Stock.

            (a) Automatic  Conversion of Series A Preferred Stock. All shares of
Series A Preferred Stock then outstanding  shall  automatically  convert without
any further  action of the holders  thereof  into shares of Common  Stock at the
Conversion  Rate  immediately  upon  (i)  the  filing  of an  amendment  to  the
Certificate  of  Incorporation  with the  Secretary  of  State  of the  State of
Delaware  after the  Original  Issue Date to increase the  authorized  shares of
Common  Stock to two hundred  million  (200,000,000)  or (ii) the  approval  and
effectiveness of a one-for-fifteen (1:15) reverse stock split of the outstanding
shares of Common Stock of the Corporation ((i) and (ii) collectively referred to
herein as the "Series A Trigger Events").

            (b) Number of shares of Common Stock Issuable upon  Conversion.  The
number of shares of Common Stock to be issued upon  conversion  of shares of any
Series A Preferred Stock shall be issued at the rate (the "Conversion  Rate") of
194.3058 (the  "Conversion  Rate  Factor")  shares of Common Stock for every one
share of Series A Preferred  Stock  (without  giving effect to the  contemplated
1-for15  reverse stock split referred to in Section 5(a) above).  The Conversion
Rate shall be subject to adjustment from time to time in accordance with subpart
(c) of this Section 5.

            (c) Anti-dilution Adjustments. The Conversion Rate shall be adjusted
from time to time in certain cases as follows:

                  (i) Dividend, Subdivision,  Combination or Reclassification of
Common Stock.  If the  Corporation  shall, at any time or from time to time, (a)
declare a dividend on the Common  Stock  payable in shares of its capital  stock
(including  Common  Stock),  (b) subdivide  the  outstanding  Common Stock,  (c)
combine the  outstanding  Common Stock into a smaller  number of shares,  or (d)
issue any shares of its capital stock in a reclassification  of the Common Stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the  Corporation  is the continuing  corporation),  then in each
such case, the Conversion Rate in effect at the time of the record date for such
dividend  or  at  the  effective  date  of  such  subdivision,   combination  or
reclassification  shall be adjusted to that rate which will permit the number of
shares of Common  Stock into which the  Preferred  Stock may be  converted to be
increased  or reduced in the same  proportion  as the number of shares of Common
Stock are increased or reduced in connection  with such  dividend,  subdivision,
combination or  reclassification.  Any such  adjustment  shall become  effective
immediately after the record date of such dividend or the effective date of such
subdivision,  combination or  reclassification.  Such  adjustment  shall be made

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successively  whenever any event listed  above shall occur.  In the event,  if a
dividend is declared,  such dividend is not paid, the  Conversion  Rate shall be
adjusted to the Conversion Rate in effect  immediately  prior to the record date
of such dividend.

                  (ii) Mergers, Consolidations and Other Reorganizations. In the
event of any capital reorganization of the Corporation,  any reclassification of
the stock of the  Corporation  (other  than a change in par value or from no par
value to par  value or from par  value to no par value or as a result of a stock
dividend or subdivision,  split-up or combination of shares),  any consolidation
or merger of the Corporation,  or any sale, lease,  conveyance to another person
of the property of the Corporation  pursuant to which the  Corporation's  Common
Stock is converted into other securities, cash or assets, each share of Series A
Preferred   Stock   shall   after   such    reorganization,    reclassification,
consolidation,  merger or conveyance be convertible  into the kind and number of
shares of stock or other  securities  or property of the  Corporation  or of the
corporation  resulting from such consolidation or surviving such merger to which
the  holder of the  number of shares of Common  Stock  deliverable  (immediately
prior to the time of such  reorganization,  reclassification,  consolidation  or
merger)  upon  conversion  of such share of Series A Preferred  Stock would have
been entitled upon such reorganization, reclassification,  consolidation, merger
or conveyance. The provisions of this clause shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers or conveyances.

                  (iii) Fractional Shares.  Notwithstanding  any other provision
of this  Certificate of Designations,  the Corporation  shall not be required to
issue fractions of shares upon conversion of any shares of Preferred Stock or to
distribute  certificates which evidence fractional shares. In lieu of fractional
shares of Common Stock, the Corporation shall round upward any fractional shares
of Common Stock to the nearest whole number.

      6. Liquidation, Dissolution or Winding Up.

            (a) In the event of any  liquidation,  dissolution  or winding up of
the Corporation,  either  voluntary or involuntary,  the holders of the Series A
Preferred  Stock  shall  participate  with the  holders of the  Common  Stock on
distributions  or payments in proportion to their  holdings,  assuming that such
shares of Preferred Stock had been converted, on the record date for determining
the stockholders entitled to receive distributions or payments, into the maximum
number of shares of Common Stock into which such shares of  Preferred  Stock are
then convertible as provided in SECTION 5.

      7. Notices.  Except as otherwise  expressly  provided herein, all notices,
requests,  demands,  consents  and other  communications  hereunder  shall be in
writing and shall be delivered  personally,  sent by reputable  express  courier
services  (charges  prepaid) or sent by  registered  or certified  mail,  return
receipt  requested,  postage prepaid and shall be deemed to have been given when
so delivered, sent or deposited in the U.S. mail (i) to the holder of a share of
Series A Preferred  Stock, at the holder's  address as it appears in the records
of the  Corporation  or at such other  address as any such holder may  otherwise
indicate  in a  written  notice  delivered  to the  Corporation;  or (ii) to the
Corporation,  at its principal executive offices or at such other address as the
Corporation may otherwise  indicate in a written notice delivered to each holder
of shares of Series A Preferred  Stock.  All such  notices,  requests,  demands,
consents and other communications shall be deemed to have been received two (2)

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days after so delivered,  sent or deposited.  Whenever any notice is required to
be given  hereunder,  such  notice  shall be deemed  given and such  requirement
satisfied  only when such notice is  delivered  or, if sent by  facsimile,  when
received, unless otherwise expressly specified or permitted by the terms hereof.

      8.  Payment.  All  amounts  payable  in cash with  respect to the Series A
Preferred  Stock  shall be payable  in United  States  dollars at the  principal
executive  office of the  Corporation or, at the option of the  Corporation,  by
check  mailed to such holder of the Series A Preferred  Stock at its address set
forth in the register of holders of Series A Preferred  Stock  maintained by the
Corporation.  Any payment on the Series A Preferred Stock due on any day that is
not a  Business  Day need not be made on such  day,  but may be made on the next
succeeding  Business  Day with the same  force and effect as if made on such due
date.

      9. Exclusion of Other Rights.  Except as may otherwise be required by law,
the  shares of  Series A  Preferred  Stock  shall  not have any  voting  powers,
preferences and relative, participating, optional or other special rights, other
than those  specifically  set forth in this Certificate of Designations (as such
Certificate  of  Designations  may be amended as  permitted  herein from time to
time) and in the  Corporation's  Certificate  of  Incorporation.  The  shares of
Series A Preferred Stock shall have no preemptive or subscription rights.

      10.  Headings of  Subdivisions.  The headings of the various  subdivisions
hereof  are  for  convenience  of  reference  only  and  shall  not  affect  the
interpretation of any of the provisions hereof.

      11.  Severability  of Provisions.  If any voting powers,  preferences  and
relative,  participating,  optional  and other  special  rights of the  Series A
Preferred Stock and  qualifications,  limitations and  restrictions  thereof set
forth in this  Certificate  of  Designations  (as it may be amended from time to
time as permitted herein) is invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, all other voting powers, preferences
and  relative,  participating,  optional  and other  special  rights of Series A
Preferred Stock and  qualifications,  limitations and  restrictions  thereof set
forth in this  Certificate  of  Designations  (as so amended) which can be given
effect without the invalid, unlawful or unenforceable voting powers, preferences
and  relative,  participating,  optional  and other  special  rights of Series A
Preferred Stock and qualifications,  limitations and restrictions thereof shall,
nevertheless, remain in full force and effect, and no voting powers, preferences
and  relative,  participating,  optional  or other  special  rights  of Series A
Preferred Stock and qualifications,  limitations and restrictions thereof herein
set  forth  shall  be  deemed  dependent  upon any  other  such  voting  powers,
preferences  and relative,  participating,  optional or other special  rights of
Series A  Preferred  Stock  and  qualifications,  limitations  and  restrictions
thereof unless so expressed herein.

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            IN WITNESS  WHEREOF,  the Corporation has caused this Certificate of
Designations to be signed by its duly authorized Chief Executive Officer and its
Secretary this 1st day of April, 2004.


                                   THE ENCHANTED VILLAGE, INC.



                                   By: /s/ Kevin R. Keating
                                       -----------------------------------------
                                       Kevin R. Keating,
                                       Chief Executive Officer and Secretary

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