<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-1.txt
<DESCRIPTION>EX-4.1
<TEXT>
                                                                     EXHIBIT 4.1


                     CERTIFICATE OF DESIGNATION, PREFERENCES
                                  AND RIGHTS OF
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                       OF
                                   MPLC, INC.

                    (PURSUANT TO SECTIONS 141 AND 151 OF THE
                        DELAWARE GENERAL CORPORATION LAW)


         MPLC,  Inc.,  a  Delaware  corporation  (the   "CORPORATION"),   hereby
certifies  that the  following  resolution  was duly approved and adopted by the
Board of Directors of the Corporation (the "BOARD OF DIRECTORS") at a meeting of
the Board of Directors held on February 13, 2007 in accordance with the Delaware
General Corporation Law (the "DGCL"), which resolution remains in full force and
effect on the date hereof:

         RESOLVED,  that  pursuant  to the  authority  expressly  granted to and
vested  in the  Board of  Directors  by the  provisions  of the  Certificate  of
Incorporation  of the  Corporation,  as  amended  to date (the  "CERTIFICATE  OF
INCORPORATION"),  a series  of  Preferred  Stock,  par  value  $0.10  per  share
("PREFERRED  STOCK"), to be known as "Series D Convertible  Preferred Stock," of
the Corporation be hereby  created,  and that the designation and amount thereof
and the voting powers,  preferences  and relative,  participating,  optional and
other  special  rights of the  shares of such  series,  and the  qualifications,
limitations  or  restrictions  thereof  shall  be  fixed  as set  forth  in this
Certificate  of  Designation,  Preferences  and  Rights of Series D  Convertible
Preferred Stock of the Corporation (the "CERTIFICATE OF DESIGNATION"):

         SECTION 1 DESIGNATION OF AMOUNT.     Eight   Thousand   Three   Hundred
Thirty-Four  (8,334)  shares of  Preferred  Stock  shall  be,  and  hereby  are,
designated the "Series D Convertible  Preferred  Stock" (the "SERIES D PREFERRED
STOCK"), par value $0.10 per share.

         SECTION 2 CERTAIN DEFINITIONS.

         Unless  the  context  otherwise  requires,  the terms  defined  in this
Section  2  shall  have,  for all  purposes  of this  resolution,  the  meanings
specified  (with terms defined in the singular having  comparable  meanings when
used in the plural).

         "COMMON STOCK" shall mean the common stock,  par value $0.01 per share,
of the Corporation.

         "CONVERSION  DATE"  shall  have the  meaning  ascribed  to such term in
Section 6(c).

         "DGCL"  shall  have  the  meaning  set  forth in the  preamble  to this
Certificate of Designation.

         "FAIR MARKET  VALUE" shall mean,  with respect to any listed  security,
its Market Price,  and with respect to any property or assets other than cash or
listed securities,  the fair value thereof determined in good faith by the Board
of Directors.

         "MARKET PRICE" means, as to any class of listed securities, the average
of the closing prices of such  security's  sales on all United Sates  securities
exchanges on which such  security  may at the time be listed,  or, if there have
been no sales on any such  exchange  on any day,  the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day,


<PAGE>


or,  if on  any  day  such  security  is  not  so  listed,  the  average  of the
representative  bid and asked  prices  quoted by the Nasdaq Stock  Market,  Inc.
("NASDAQ")  as of 4:00 P.M.,  New York time, on such day, or, if on any day such
security is not quoted by the Nasdaq,  the average of the highest bid and lowest
asked prices on such day in the domestic  over-the-counter market as reported by
the  National  Quotation  Bureau,  Incorporated,  or any  similar  or  successor
organization,  in each such case averaged over a period of 21 days consisting of
the day as of which "Market  Price" is being  determined  and the 20 consecutive
business days prior to such day.

         "PERSON"  shall  mean any  individual,  partnership,  company,  limited
liability  company,  joint venture,  association,  joint-stock  company,  trust,
unincorporated  organization,  government  or  agency or  political  subdivision
thereof, or other entity.

         "PREFERRED  STOCK"  shall have the meaning set forth in the preamble to
this Certificate of Designation.

         "SERIES D PREFERRED  STOCK" shall have the meaning set forth in Section
1 hereof.

         "SERIES D RECAPITALIZATION EVENT" shall mean any stock dividend,  stock
split, combination, reorganization, recapitalization, reclassification, or other
similar  event  involving  a change in the  capital  structure  of the  Series D
Preferred Stock.

         "STATED  VALUE"  shall mean the stated value of each shares of Series D
Preferred Stock, which shall be $1,200.00 per share.

SECTION  3  VOTING  RIGHTS.  Except  as  otherwise  provided  by the DGCL and in
addition to any voting rights provided by the DGCL or other  applicable law, the
holders of Series D Preferred Stock shall be entitled to vote (or render written
consents)  together  with the holders of the Common Stock and any other class or
series of capital  stock of the  Corporation  entitled to vote together with the
holders of the Common  Stock as a single  class on all matters  submitted  for a
vote of (or written  consents in lieu of a vote as  permitted  by the DGCL,  the
Certificate  of  Incorporation  and the  Bylaws of the  Corporation)  holders of
Common Stock.  When voting together with the holders of Common Stock, each share
of Series D Preferred  Stock shall  entitle the holder  thereof to cast one vote
for each  vote  that  such  holder  would be  entitled  to cast had such  holder
converted  its Series D Preferred  Stock into  shares of Common  Stock as of the
record date for determining the stockholders of the Corporation eligible to vote
on any such matter or, if no such record date is  established,  at the date such
vote is taken or any written consent of  stockholders is solicited.  The holders
of  Series D  Preferred  Stock  shall  be  entitled  to  receive  notice  of any
stockholders'  meeting in accordance with the Certificate of  Incorporation  and
Bylaws of the Corporation.

         SECTION 4 DIVIDENDS.

         (a) DIVIDEND AMOUNT.  Holders of the shares of Series D Preferred Stock
shall be entitled to receive,  and the Corporation  shall pay,  dividends at the
rate per share (as a percentage  of the Stated  Value) of 8% per annum  accruing
daily from and after the 90th calendar day after the first issuance of shares of
Series D Preferred  Stock.  Accrued  dividends shall be accreted to Stated Value
and converted into Common Stock on the Conversion Date.

         (b) EQUITABLE  ADJUSTMENTS.  All numbers relating to the calculation of
dividends shall be subject to an equitable adjustment in the event of any Series
D Recapitalization Event.


                                      -2-
<PAGE>


         SECTION 5 LIQUIDATION. In the event of any liquidation, dissolution, or
winding up of the Corporation, whether voluntary or involuntary, or in the event
of its insolvency,  and after provision for payment of all debts and liabilities
of the  Corporation  in accordance  with the DGCL,  any remaining  assets of the
Corporation shall be distributed pro rata to the holders of Common Stock and the
holders of Series D Preferred  Stock as if the Series D Preferred Stock had been
converted  into shares of Common Stock  pursuant to the  provisions of Section 6
hereof immediately prior to such distribution.

         SECTION 6 CONVERSION RIGHTS.

         (a)  GENERAL.   All  shares  of  Series  D  Preferred  Stock  shall  be
automatically  converted  into  shares  of  Common  Stock in the  ratio of Sixty
Thousand  (60,000)  shares of Common  Stock for each share of Series D Preferred
Stock  without any  further  action by the holders of such shares and whether or
not the certificates representing such shares are surrendered to the Corporation
or its transfer agent  immediately upon the availability of a sufficient  number
of authorized  shares of Common Stock to permit the  conversion of the shares of
Series D Preferred  Stock into  shares of Common  Stock,  whether  pursuant to a
stock split, combination,  reorganization,  recapitalization,  reclassification,
the effectiveness of the filing of an amendment to the Corporation's Certificate
of Incorporation, or otherwise.

         (b) FRACTIONS OF SHARES.  No fractional shares of Common Stock shall be
issued upon  conversion  of shares of Series D Preferred  Stock.  Instead of any
fractional  shares of Common  Stock  which  would  otherwise  be  issuable  upon
conversion of any shares of Series D Preferred Stock, the Corporation  shall pay
a cash adjustment in respect of such fractional  share in an amount equal to the
product of such  fraction  multiplied  by the Fair Market  Value of one share of
Common Stock on the Conversion Date.

         (c) MECHANICS OF CONVERSION.  Series D Preferred  Stock shall be deemed
to have been  converted  immediately  prior to the close of business on the date
(the "CONVERSION DATE") of the event triggering automatic conversion pursuant to
Section 6(a), and at such time the rights of the holder of such shares of Series
D Preferred Stock as a holder shall cease, and the person or persons entitled to
receive  the Common  Stock  issuable  upon  conversion  shall be treated for all
purposes as the record  holder or holders of such Common Stock as and after such
time. As promptly as practicable on or after the Conversion Date the Corporation
shall  provide  written  notice to each  holder of record of Series D  Preferred
Stock of such event, and upon surrender of the certificate evidencing such share
of Series D Preferred  Stock,  the Corporation  shall issue and shall deliver at
any office or agency of the Corporation maintained for the surrender of Series D
Preferred Stock a certificate or  certificates  for the number of full shares of
Common Stock  issuable  upon  conversion,  together  with payment in lieu of any
fraction of a share, as provided in Section 6(b).

         (d)  ADJUSTMENTS.  The conversion ratio set forth in Section 6(a) shall
be  subject  to  an  equitable   adjustment   in  the  event  of  any  Series  D
Recapitalization Event.


                                      -3-
<PAGE>


         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Designation,  Preferences  and  Rights  to  be  signed  by  Raymond  Musci,  its
President, this 28 day of February, 2007.


                                  By:   /s/ Raymond Musci
                                        --------------------------
                                        Name:  Raymond Musci
                                        Title: President


                                      -4-


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