Exhibit
      4.1

    


    COMPOSITE
      CERTIFICATE OF INCORPORATION

    


    OF
      

    


    ZVUE
      CORPORATION

    


    (as
      of
      November 21, 2007)

    


    FIRST:
      The name of this Corporation is ZVUE Corporation.

     

    SECOND:
      The address, including street, number, city and county, of the registered office
      of the Corporation in the State of Delaware is 615 South DuPont Highway, Dover,
      Delaware 19901, County of Kent; and the name of the registered agent of the
      Corporation in the State of Delaware at such address is National Corporate
      Research, Ltd.

     

    THIRD:
      The nature of the business and of the purposes to be conducted and promoted
      by
      the Corporation is to conduct any lawful business, to promote any lawful
      purpose, and to engage in any lawful act or activity for which corporations
      may
      be organized under the General Corporation Law of the State of
      Delaware.

     

    FOURTH:
      A. Classes
      and Numbers of Shares.
      The
      total number of shares of stock which the Corporation shall have authority
      to
      issue is seventy-six million (76,000,000). The Classes and aggregate number
      of
      shares of each class which the Corporation shall have authority to issue are
      as
      follows:

     

    1.
      Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.0001
      per
      share (the "Common Stock"); and

     

    2.
      One
      million (1,000,000) shares of Preferred Stock, par value $0.0001 per share
      (the
      "Preferred Stock"); and

     

    B. Blank
      Check Powers.
      The
      Corporation may issue any class of the Preferred Stock in any series. The Board
      of Directors shall have authority to establish and designate series, and to
      fix
      the number of shares included in each such series and the variations in the
      relative rights, preferences and limitations as between series, provided that,
      if the stated dividends and amounts payable on liquidation are not paid in
      full,
      the shares of all series of the same class shall share ratably in the payment
      of
      dividends including accumulations, if any, in accordance with the sums which
      would be payable on such shares if all dividends were declared and paid in
      full,
      and in any distribution of assets other than by way of dividends in accordance
      with the sums which would be payable on such distribution if all sums payable
      were discharged in full. Shares of each such series when issued shall be
      designated to distinguish the shares of each series from shares of all other
      series.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    C. Reverse
      Stock Split.
      Each
      1.45 issued and outstanding shares of Common Stock as of August 14, 2006 (the
      ‘‘Split Effective Date’’), shall be combined and converted automatically,
      without further action, into one (1) fully paid and non-assessable share of
      Common Stock. In lieu of any fractional shares to which a holder would otherwise
      be entitled, the Corporation shall pay cash equal to such fraction multiplied
      by
      the fair market value of one share (equal to the average of the closing prices
      for a share of Common Stock for the last ten (10) trading days immediately
      prior
      to the Split Effective Date). Each holder of record of a certificate which
      immediately prior to the Split Effective Date represents outstanding shares
      of
      Common Stock (the ‘‘Old Certificates’’) shall be entitled to receive upon
      surrender of such Old Certificates to the Corporation’s transfer agent for
      cancellation, a certificate (the ‘‘New Certificates’’) representing the number
      of whole shares of Common Stock into and for which the shares formerly
      represented by such Old Certificates so surrendered are exchangeable plus a
      cash
      payment in place of the fractional share equal to the fair market value of
      the
      fractional share. From and after the Split Effective Date, Old Certificates
      shall represent only the right to receive New Certificates and cash pursuant
      to
      the provisions hereof.

     

    FIFTH:
      Whenever a compromise or arrangement is proposed between this Corporation and
      its creditors or any class of them and/or between this Corporation and its
      stockholders or any class of them, any court of equitable jurisdiction within
      the State of Delaware may, on the application in a summary way of this
      Corporation or any creditor or stockholder thereof or on the application
      of any receiver or receivers appointed for this Corporation under the provisions
      of Section 291 of Title 8 of the Delaware Code or on the application of trustees
      in dissolution or of any receiver or receivers appointed for this Corporation
      under the provisions of Section 279 of Title 8 of the Delaware Code order a
      meeting of the creditors or class of creditors, and/or of the stockholders
      or
      class of stockholders, of this Corporation, as the case may be, to be summoned
      in such manner as the said court directs. If a majority in number representing
      three-fourths in value of the creditors or class of creditors, and/or of the
      stockholders or class of stockholders, of this Corporation, as the case may
      be,
      agree to any compromise or arrangement and to any reorganization of this
      Corporation as a consequence of such compromise or arrangement, the said
      compromise or arrangement and the said reorganization shall, if sanctioned
      by
      the court to which the said application has been made, be binding on all the
      creditors or class of creditors, and/or on all the stockholders or class of
      stockholders, of this Corporation, as the case may be, and also on this
      Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SIXTH:
      The original By-Laws of the Corporation shall be adopted by the incorporator.
      Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any
      new By-Law, shall be vested in the Board of Directors.

     

    SEVENTH:
      To the fullest extent that the General Corporation Law of the State of Delaware,
      as it exists on the date hereof or as it may hereafter be amended, permits
      the
      limitation or elimination of the liability of directors, no director of this
      Corporation shall be personally liable to this Corporation or its stockholders
      for monetary damages for breach of fiduciary duty as a director. Notwithstanding
      the foregoing, a director shall be liable to the extent provided by applicable
      law: (1) for any breach of the directors' duty of loyalty to the Corporation
      or
      its stockholders; (2) for acts or omissions not in good faith or which involve
      intentional misconduct or a knowing violation of law; (3) under section 174
      of
      the General Corporation Law of the State of Delaware; or (4) for any transaction
      from which the director derived any improper personal benefit. Neither the
      amendment or repeal of this Article, nor the adoption of any provision of this
      Certificate of Incorporation inconsistent with this Article, shall adversely
      affect any right or protection of a director of the Corporation existing at
      the
      time of such amendment or repeal.

     

    EIGHTH:
      The Corporation shall, to the fullest extent permitted by Section 145 of the
      General Corporation Law of the State of Delaware, as the same may be amended
      and
      supplemented, indemnify any and all persons whom it shall have power to
      indemnify under said section from and against any and all of the expenses,
      liabilities or other matters referred to in or covered by said section. The
      Corporation shall advance expenses to the fullest extent permitted by said
      section. Such right to indemnification and advancement of expenses shall
      continue as to a person who has ceased to be a director, officer, employee
      or
      agent and shall inure to the benefit of the heirs, executors and administrators
      of such a person. The indemnification and advancement of expenses provided
      for
      herein shall not be deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any By-Law,
      agreement, vote of stockholders or disinterested directors or
      otherwise.