**EXHIBIT 4.1**

**BOSTON PACIFIC MEDICAL, INC.**

**(A Nevada Corporation)**

**DESIGNATION OF RIGHTS**

**OF**

**PREFERRED STOCK**

**8% CONVERTIBLE PREFERRED STOCK SERIES**
 The 8% Convertible Preferred Stock (hereinafter the "Preferred Stock") of Boston Pacific Medical, Inc., a Nevada
corporation (the "Corporation"), shall have the following rights and preferences:

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

1. Payments.  In the event of any liquidation, dissolution or winding up of the Company, holders of shares of Preferred
Stock are entitled to receive, out of legally available assets, a liquidation preference of $.01 per share, 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 the Company's common stock (the "Common Stock") or any series or class of the Company's stock hereafter
issued that ranks junior as to liquidation rights to the  Preferred Stock.  But the holders of 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
Company's stock hereafter issued that ranks senior as to liquidation rights to the Preferred Stock ("senior liquidation stock")
has been paid in full.  The holders of Preferred Stock and all other series or classes of the Company's stock hereafter issued
that rank on a parity as to liquidation rights with the 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 Preferred Stock, the holders of such shares will not be entitled
to any further participation in any distribution of assets bythe Company.

2. Corporation Action.  Neither a consolidation, merger or other business combination of the Company with or into
another corporation or other entity nor a sale or transfer of all or part of the Company's assets for cash, securities or other
property will be considered a liquidation, dissolution or winding upon the Company.

B. Conversion.  The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

1. Right to Convert.  Each holder of Preferred Stock of the Corporation shall be entitled to convert the shares of Preferred
Stock held by such holder, at such holder's option, at any time and in the manner specified in Paragraph B(2) below, into
that number of fully-paid and non-assessable shares of the Corporation's Common Stock determined as follows:  Each
share of Preferred Stock so surrendered for conversion shall be converted into 500 shares of Common Stock.

2. Mechanics of Conversion.  In order to convert Preferred Stock into full shares of Common Stock, the holder shall
surrender the certificate or certificates therefore, duly endorsed, by either overnight courier or 2-day courier, or in person to
the office of the Corporation or of any transfer agent for its Common Stock, and shall give concurrent written notice to the
Corporation at such office that he elects to convert the same, the number of  shares of Preferred Stock to be converted and
the notice sent to the Corporation's principal offices via facsimile; provided, however, that the Corporation shall not be
obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either the
certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided
above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed
and executes an agreement satisfactory to the Corporation to evidence such loss and to indemnify the Corporation from any
loss incurred by it in connection with such certificates.

The Corporation shall deliver as soon as reasonably practicable after delivery to the Corporation of such certificates, or
after such agreement and indemnification, to such holder of Preferred Stock at the address of the holder on the stock books
of the Corporation, a certificate or certificates for the number of shares of Common Stock to which the holder shall be
entitled as aforesaid.  The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the
date set forth in such notice of conversion provided that delivery and advance facsimile notice is made as provided above
and that the original shares of  Preferred Stock to be converted are received by the transfer agent or the Corporation within
three (3) business days thereafter, 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 on such
date.  If the original shares of Preferred Stock to be converted are not received by the transfer agent or the Corporation
within three (3) business days after the Conversion Date, the notice of conversion shall be deemed null and void.

3. Corporate Change.  The Conversion Rate shall be appropriately adjusted to reflect, as deemed equitable and appropriate
by the Board of directors of the Corporation, any stock dividend, stock split or share combination of the Common Stock or
any distribution of a material portion of the Corporation's assets to the holders of Common Stock.  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 of 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 Preferred Stock shall be assumed by the acquiring
entity and thereafter this  Preferred Stock shall be convertible into such class and type of securities as the Holder would
have received had the Holder converted this Preferred Stock immediately prior to such Corporate Change.

C. Voting Rights.  The Holders of the Preferred Stock shall have the number of votes for every share of Preferred Stock
held equal to the number of shares of Common Stock into which the Preferred Stock is convertible pursuant to Paragraph B
above, and shall be entitled to vote on any and all matters brought to a vote of shareholders of Common Stock.  Holders of
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.

D. Protective Provisions.  So long as shares of 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 Preferred Stock:

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

create any new class or series of stock having a preference over the Preferred Stock with respect to Distributions (as
defined in Paragraph A above); or

do any act or thing not authorized or contemplated by this Designation which would result in taxation of the holders of
shares of the 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).

E. Status of Converted Stock.  In the event any shares of Preferred Stock shall be converted pursuant to Paragraph B
above, the shares so converted shall be cancelled, shall return to the status of authorized but unissued Preferred Stock of no
designated class or series, and shall not be issuable by the Corporation as Preferred Stock.

F. Reservation of Stock Issuable Upon Conversion.  The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the
Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Preferred Stock; and if at any time the number of authorized but unissued shares
of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, in
addition to such other remedies as shall be available to the holder of the Preferred Stock, the Corporation will take such
corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in
best efforts to obtain the requisite stockholder approval of any necessary amendment to these provisions.

G. Redemption of Stock.

1. Redemption Price.  For each share of Preferred Stock which is to be redeemed, the Corporation will be obligated on the
Redemption Date (as defined below) to pay to the holder thereof (upon surrender by such holder at the Corporation's
principal office or to the Corporation's transfer agent of the certificates representing such shares of Preferred Stock) an
amount in immediately available funds equal to the Liquidation Value plus all accrued dividends as of the Redemption
Date.

2. Notice of Redemption.  The Corporation will mail written notice of each redemption of Preferred Stock to each record
holder of 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 Preferred Stock, including, but not limited
to, any right of conversion, will cease, and such Preferred Stock will not be deemed to be outstanding.  All certificates
representing the Preferred Stock subject to redemption will represent only the right to receive payment in accordance with
the provisions of this Paragraph G.

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

5. Optional Redemption.  The Corporation may, at any time, redeem all or any portion of the Preferred Stock.

H. Preference Rights.  Nothing contained herein shall be construed to prevent the Board of Directors of the Corporation
from issuing one or more series of preferred stock with such preferences as may be determined by the Board of Directors,
in its discretion.

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

J. Number of Preferred Shares in Series.  The total number of Preferred Shares in this series shall be 20,000.