Exhibit 4.1

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                             TDS (TELEMEDICINE) INC.

      TDS (TELEMEDICINE) INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),

      DOES HEREBY CERTIFY:

      That, pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation, as amended, of said corporation, and pursuant
to the provisions of Section 151 of the General Corporation Law of the State of
Delaware, said Board of Directors, by written consent dated as of October 11,
2002, adopted a resolution providing for the number, designation, powers and
preferences, and the qualifications, limitations and restrictions thereof, of a
series of Preferred Stock, which resolution is as follows:

            "RESOLVED, that the Corporation amend its Certificate of
            Incorporation to create and issue a series of Preferred Stock of the
            Corporation to be designated the "Series A Preferred Stock," and
            that the Board of Directors does hereby fix and determine the
            number, designation, powers and preferences, and the qualifications,
            limitations and restrictions and other matters relating to such
            shares of Series A Preferred Stock as follows:

      A. Rights, Preferences and Restrictions of Preferred Stock. One Million
Three Hundred Forty Thousand (1,340,000) shares of Preferred Stock shall be
designated "Series A Preferred Stock" (the "Series A Preferred Stock"). The
stated value of each share of the Series A Preferred Stock (the "Stated Value")
shall be $.50 (which such amount shall be subject to adjustment whenever there
shall occur a stock split combination, reclassification or other similar event
involving or affecting the Series A Preferred Stock). The rights, preferences,
privileges and restrictions granted to and imposed on the Series A Preferred
Stock are as set forth below in this Section A.

      1. Dividend Provisions. The Corporation shall accrue semi-annually to the
holders of outstanding Series A Preferred Stock a cumulative dividend at an
annual rate per share equal to seven and one-half percent (7.5%) of the Stated
Value beginning one year from the date of original issuance thereof (the
"Original Issue Date"). All dividends accrued by the Corporation on the Series A
Preferred Stock pursuant to this Section 1 shall be payable in cash (i) upon the
liquidation, dissolution or winding up of the Corporation, (ii) upon the
conversion of the Series A Preferred Stock into shares of the Corporation's
common stock, par value $.01 per share (the "Common Stock), or (iii) upon any
redemption of the Series A Preferred Stock (but only with respect to the shares
of Series A Preferred Stock actually redeemed).


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      2. Liquidation Preference.

            (a) In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, the holders of Series A
Convertible Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of the Corporation to the
holders of Common Stock, by reason of their ownership thereof, an amount per
share equal to the sum of (i) $.50 for each outstanding share of Series A
Preferred Stock (the "Purchase Price") and (ii) an amount equal to any declared
but unpaid dividends previously declared thereon (together, the "Series A
Liquidation Preference").

            (b) Upon the completion of the distribution required in subparagraph
(a) of this Section 2 and any other distribution that may be required with
respect to subsequent series of Preferred Stock that may from time to time come
into existence, the remaining assets of the Corporation available for
distribution to stockholders shall be distributed among the holders of all
capital stock of the Corporation pro rata based on the number of shares of
Common Stock held by each upon conversion of all of the Preferred Stock.

            (c) For purposes of this Section 2, and unless otherwise agreed to
by the holders of 66 2/3% of the shares of the Series A Preferred Stock, a
consolidation, merger or sale of all or substantially all of the assets of the
Corporation shall be deemed a liquidation, dissolution or winding up for
purposes of the Series A Liquidation Preference, unless the Corporation's
stockholders of record as constituted immediately prior to such acquisition
will, immediately after such acquisition or sale (by virtue of securities issued
as consideration for the Corporation's acquisition or sale or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity in
approximately the same proportion, with respect to the stock held by such
stockholders, after such acquisition or sale as prior to such acquisition or
sale.

            (d) Upon the occurrence of any of the events described in Section
2(c), if the consideration received by the Corporation is other than cash, its
value will be deemed its fair market value. Any securities received shall be
valued as follows:

                  (i) Securities not subject to investment letter or other
similar restrictions on free marketability:

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

                        (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-day period ending three (3) days prior to the
closing; and

                        (C) If there is no active public market, the value shall
be the fair market value thereof, as determined by an independent appraisal by
an appraiser mutually acceptable to the Corporation and a majority of the Series
A Preferred Stock.


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                  (ii) The method of valuation of securities subject to
investment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a stockholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the market
value determined by an independent appraisal by an appraiser mutually acceptable
to the Corporation and a majority of the Series A Preferred Stock as above in
clause (i) to reflect the approximate fair market value thereof, as determined
by the Corporation. The fees and expenses of any such appraiser shall be paid by
the Corporation.

            (e) In the event the requirements of subsections 2(c) and 2(d) are
not complied with, the Corporation shall forthwith either:

                  (i) cause the closing of such transaction to be postponed
until such time as the requirements of this Section 2 have been complied with;
or

                  (ii) cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Series A Preferred Stock shall
revert to such rights, preferences and privileges set forth herein.

      3. Redemption Rights.

            (a) Series A Preferred Stock Optional Redemption by the Company.

                  (i) At any time, the Corporation, by written notice (the
"Series A Notice Redemption Notice") to the holders of the outstanding shares of
the Series A Preferred Stock (the "Series A Holders") may redeem some or all of
the then outstanding shares of Series A Preferred Stock in accordance with
subparagraph (ii) below. Any Series A Redemption Notice delivered under this
Section 3(a) shall state the number of shares of the Series A Preferred Stock to
be redeemed (the "Redeemed Shares") and the names and addresses of the Series A
Holders thereof. The redemption price shall equal the sum of (i) the Purchase
Price multiplied by the number of Redeemed Shares and (ii) any unpaid dividends
previously declared for such Redeemed Shares (the "Series A Redemption Price").

                  (ii) In the event of any redemption pursuant to Section 3(a)
hereof, on or before any date fixed for redemption, each Series A Holder shall
surrender the certificate or certificates representing such shares of Series A
Preferred Stock to the Corporation, and on the applicable redemption date, the
full Series A Redemption Price for such shares shall be paid by the Corporation
by wire transfer to the person whose name appears on such certificate or
certificates as the owner thereof, and each surrendered certificate shall be
cancelled and retired. In the event that less than all of the shares represented
by any such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.

      4. Automatic Conversion.

            (a) Each share of Series A Preferred Stock shall automatically be
converted into shares of Common Stock on a one for one basis on December 31,
2005 if not redeemed by the Corporation prior thereto.


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            (b) Mechanics of Conversion. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock, he
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Series A Preferred
Stock. The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series A Preferred Stock, or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as aforesaid.
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.

      5. Miscellaneous

            (a) Other Distributions. In the event the Corporation shall declare
a distribution payable in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends),
then, in each such case for the purpose of this subsection 5(a), the holders of
the Series A Preferred Stock shall be entitled to a proportionate share of any
such distribution as though they were the holders of the number of shares of
Common Stock of the Corporation into which their shares of Series A Preferred
Stock are convertible as of the record date fixed for the determination of the
holders of Common Stock of the Corporation entitled to receive such
distribution.

            (b) Recapitalizations. If at any time or from time to time there
shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
Section 2 or this Section 5) provision shall be made so that the holders of the
Series A Preferred Stock shall thereafter be entitled to receive upon conversion
of the Series A Preferred Stock the number of shares of stock or other
securities or property of the Corporation or otherwise, to which a holder of
Common Stock deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 5 with respect to the rights of
the holders of the Series A Preferred Stock after the recapitalization to the
end that the provisions of this Section 4 (including adjustment of the
Conversion Price then in effect and the number of shares purchasable upon
conversion of the Series A Preferred Stock) shall be applicable after that event
as nearly equivalent as may be practicable.

            (c) No Impairment. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 5 and in the taking of all such action as may
be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series A Preferred Stock against impairment.


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            (d) No Fractional Shares. No fractional shares shall be issued upon
conversion of any share or shares of the Series A Preferred Stock, and the
number of shares of Common Stock to be issued shall be rounded to the nearest
whole share. Whether or not fractional shares are issuable upon such conversion
shall be determined on the basis of the total number of shares of Series A
Preferred Stock the holder is at the time converting into Common Stock and the
number of shares of Common Stock issuable upon such aggregate conversion.

            (e) Notices of Record Date. In the event of any taking by the
Corporation 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, the Corporation
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.

            (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 Series A 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 Series A 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 Series A
Preferred Stock, in addition to such other remedies as shall be available to the
holder of such 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 shareholder approval of any necessary amendment
to these articles.

            (g) Notices. Any notice required by the provisions of this Section 4
to be given to the holders of shares 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 address appearing on the books of the Corporation.

      6. Voting Rights. The holders of the Series A Preferred Stock shall not be
entitled or permitted to vote, except as otherwise required under Delaware law
and as set forth below.

            (a) Without the approval of holders of a majority of the shares of
Series A Preferred Stock then outstanding, voting or consenting, as the case may
be, separately as a single class, given in person or by proxy, either in writing
or by resolution adopted at an annual or special meeting called for the purpose,
the Corporation will not after the Original Issue Date create, authorize or
issue any capital stock that ranks senior to or on a parity with the Series A
Preferred Stock in any respect, including without limitation as to dividends or
distributions upon the liquidation, dissolution or winding-up of the
Corporation, or any warrants, rights, calls or options exercisable or
exchangeable for or convertible into, or any obligations evidencing the right to
purchase or acquire, any such capital stock, including, without limitation, in
connection with a merger, consolidation or other reorganization.


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            (b) The holders of a majority of the shares of Series A Preferred
Stock shall be entitled to elect one person to the Board of Directors of the
Company for so long as 50% of the largest number of shares of Series A Preferred
Stock outstanding at any time remains outstanding.

      7. Status of Converted Stock. In the event any shares of Series A
Preferred Stock shall be converted pursuant to Section 4 hereof, the shares so
converted shall be canceled and shall not be issuable by the Corporation. The
Certificate of Incorporation of the Corporation shall be appropriately amended
to effect the corresponding reduction in the Corporation's authorized capital
stock.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officer, as of October 11, 2002.

                                    TDS (TELEMEDICINE)  INC.


                                    By:   /s/ Roger Coomber
                                       -----------------------------------------
                                          Roger Coomber, Chief Executive Officer


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