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                                                                     Exhibit 4.1

                                  ARTICLE FOUR

         The total number of shares of stock which the corporation has authority
to issue is Seventy-Five Million (75,000,000) shares, of which Fifty Million
(50,000,000) shares shall be Common Stock, par value $0.0001 per share (the
"Common Stock) and Twenty-Five Million (25,000,000) shares shall be Preferred
Stock, par value $.0001 per share (the "Preferred Stock"). The corporation shall
be entitled to treat the person in whose name any share of its stock is
registered as the owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim to, or interest in, such share on the
part of any other person, whether or not the corporation shall have notice
thereof, except as expressly provided by applicable law. The shares of the
Preferred Stock and Common Stock, respectively, shall have the following express
terms:

         SECTION 1. PREFFERED STOCK.

         1.1 Series of Preferred Stock. With regard to any other shares of
Preferred Stock authorized herein, the Board of Directors of the corporation is
hereby expressly granted authority, to the full extent now or hereafter
permitted herein or by the TBCA, at any time or from time to time, by resolution
or resolutions, to create one or more series of Preferred Stock, to fix the
authorized number of shares of any such series (which number of shares may vary
as between series and be changed from time to time by like action), and to fix
the terms of such series, including but not limited to, the following:

                  (i) the designation of such series, which may be by
         distinguishing number, letter or title;

                  (ii) the rate or rates at which shares of such series shall be
         entitled to receive dividends; whether dividends are to be paid in the
         form of common stock of the corporation; the periods in respect of
         which dividends are payable; the conditions upon, and times of payment
         of, such dividends; the relationship and preference, if any, of such
         dividends to dividends payable on any other class or classes or any
         other series of stock; whether such dividends shall be cumulative and,
         if cumulative, the date or dates from which such dividends shall
         accumulate; and the other terms and conditions applicable to dividends
         upon shares of such series;

                  (iii) the rights of the holders of the shares of such series
         in case the corporation be liquidated, dissolved or wound up (which may
         vary depending upon the time, manner or voluntary or involuntary nature
         or other circumstances of such liquidation, dissolution or winding up)
         and the relationship and preference, if any, of such rights to rights
         of holders of shares of stock of any other class or classes or any
         other series of stock;

                  (iv) the right, if any, of the corporation to redeem shares of
         such series at its option, including any limitation of such right, and
         the amount or amounts to be payable in respect of the shares of such
         series in case of such redemption (which may vary depending on the
         time, manner or other circumstances of such redemption), and the
         manner, effect and other terms and conditions of any such redemption;




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                  (v) the obligation, if any, of the corporation to purchase,
         redeem or retire shares of such series and/or amounts to be payable
         from time to time for such purpose or into any fund created for such
         purpose, or the number of shares to be purchased, redeemed or retired,
         the per share purchase price or prices, and the other terms and
         conditions of any such obligation or obligations;

                  (vi) the voting rights, if any, which, if granted, may be
         full, special, or limited, to be given the shares of such series,
         including, without limiting the generality of the foregoing, the right,
         if any, as a series or in conjunction with other series or classes, to
         elect one or more members of the Board of Directors either generally or
         at certain times or under certain circumstances, and restrictions, if
         any, on particular corporate acts without a specified vote or consent
         of holders of such shares (such as, among others, restrictions on
         modifying the terms of such series or of the Preferred Stock,
         restricting the permissible terms of other series or the permissible
         variations between series of the Preferred Stock, authorizing or
         issuing additional shares of the Preferred Stock, creating debt, or
         creating any class of stock ranking prior to or on a parity which the
         Preferred Stock or any series thereof as to dividends, or assets
         remaining for distribution to the stockholders in the event of the
         liquidation, dissolution, or winding up of the corporation);

                  (vii) the right, if any, to exchange or convert the shares
         into shares of any other series of the Preferred Stock or into shares
         of any other class of stock of the corporation or the securities of any
         other corporation, and the rate or basis, time, manner, terms and
         conditions of exchange or conversion or the method by which the same
         shall be determined; and

                  (viii) the other special rights, if any, and the
         qualifications, limitations or restrictions thereof, of the shares of
         such series.

         The Board of Directors shall fix the terms of each series of the
Preferred Stock by resolution or resolutions adopted at any time prior to the
issuance of the shares thereof, and the terms of each such series may, subject
only to restrictions, if any, imposed by these Articles of Incorporation or by
applicable law, vary from the terms of other series to the extent determined by
the Board of Directors from time to time and provided in the resolution or
resolutions fixing the terms of the respective series of the Preferred Stock.

         1.2 Status of Certain Shares. Shares of any series of the Preferred
Stock, whether provided for herein or by resolution or resolutions of the Board
of Directors, which have been redeemed (whether through the operation of a
sinking fund or otherwise) or which, if convertible or exchangeable, have been
converted into or exchanged for shares of stock of any other class or classes,
or which have been purchased or otherwise acquired by the corporation, shall
have the status of authorized and unissued shares of the Preferred Stock of the
same series and may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series of
the Preferred Stock to be created by resolution or resolutions of the Board of
Directors or as part of any other series of the Preferred Stock, all subject to
the conditions or restrictions on issuance set forth herein or in the resolution
or resolutions adopted by the Board of Directors providing for the issue of any
series of the Preferred Stock.