Exhibit 4.1

                           CERTIFICATE OF DESIGNATION
                     PREFERENCES, RIGHTS AND LIMITATIONS OF
                           SERIES B PREFERRED STOCK OF
                       AMERICAN INDEPENDENT NETWORK, INC.

          (Pursuant to Section 151(g) of the General Corporation
                       Law of the State of Delaware)

     AMERICAN INDEPENDENT NETWORK, INC. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware, does hereby
certify that:

     Pursuant to authority vested in this Board of Directors by Article IV of
the Corporation's Certificate of Incorporation, as amended, the Board of
Directors of the Corporation has duly adopted the following recitals, and
resolutions:

     WHEREAS, this corporation is authorized by its Certificate of
Incorporation, as amended, to issue 10,000,000 shares of Preferred Stock.
Issuable from time to time in one or more series; and

     WHEREAS, this Board of Directors is authorized to determine the rights.
preferences, privileges and restrictions granted to or imposed upon any such
series, to fix the number of shares constituting any such series, and to
determine the designation thereof, or any of them; and

     WHEREAS, this Board of Directors desires, pursuant to its authority as
aforesaid, to issue and to determine and fix the rights, preferences, privileges
and restrictions relating to the second series of said Preferred Stock. and the
number of shares constituting and the designation of said series.

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes
and determines the designation of, the number of shares constituting, and the
rights, preferences, privileges and restrictions relating to the second series
of Preferred Stock, as follows:

     1.   DESIGNATION.  The series of Preferred Stock provided for by this
resolution shall be designated "9% Convertible Redeemable Series B
Preferred Stock" (hereafter referred to as "Series B Stock").

     2.   AUTHORIZATION.  The number of shares constituting the Series B Stock
shall be 1,000,000 shares.

     3.   RANK.  The Series B Stock shall. with respect to dividend rights,
rights on redemption, rights on conversion and rights on liquidation,
winding up and dissolution, rank senior to all warrants and options to
purchase Common Stock established by the Board of Directors or the
Stockholders (all of such equity securities of the Corporation to which the
Series B Stock ranks senior are collectively referred to herein as "Junior
Stock").

     4. DIVIDENDS. The holders of outstanding Series B Stock shall be entitled
to receive, in preference to the holders of any Junior Stock in any fiscal year,
when and as declared by the Board of Directors, dividends at the annual rate of
$0.585 per share of Series B Stock, and no more, payable in cash quarterly, on
the 30th day of March, June, September and December, to holders of Series B
Stock of record on a date not more than 60 nor fewer than 10 days preceding each
respective payment date as specified by the Board of Directors or, if not so
specified, as provided by law, out of any assets at the time legally available
therefor. Dividends shall accrue on each share of Series B Stock from the date
of its original issuance and shall accrue from day to day, whether or not earned
or declared. Dividends shall be cumulative so that if dividends in respect of
any previous quarterly dividend period at that annual rate per share shall not
have been paid on or declared and set apart for all shares of Series B Stock at
the time outstanding, the deficiency shall be fully paid on or declared and set
apart for those shares before the corporation makes any distribution (as defined
below) to holders of Common Stock. "Distribution" in this paragraph 4 means the
transfer of cash or property without consideration, whether by way of dividend
or otherwise (except a dividend in Junior Stock as to dividends or assets) or
the purchase or redemption of shares of the corporation for cash or property
(except such Junior Stock), including any such transfer, purchase or redemption
by a subsidiary of the corporation.

     5. LIQUIDATION PREFERENCE. In the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of Series
B Stock shall be entitled to receive, out of the assets of the Corporation,
whether those assets are capital or surplus of any nature, an amount equal to
$10.00 per share of Series B Stock, plus all accrued and unpaid dividends on the
date of that distribution, and no more, before any payment shall be made or any
assets distributed to the holders of Junior Stock, and the remaining assets
shall be distributed ratably to the holders of Junior Stock. If upon
liquidation, dissolution, of winding up of the Corporation the assets thus
distributed among the holders of Series B Stock shall be insufficient to permit
the payment to those stockholders of the full preferential amounts, then the
entire assets of the Corporation to be distributed shall be distributed ratably
among the holders of Series B Stock.

     A consolidation or merger of the Corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the Corporation, shall not be deemed to be a liquidation, dissolution or
winding up, within the meaning of this paragraph.

     6. NO VOTING RIGHTS. Only shares of Common Stock shall entitle the holder
thereof to vote on matters requiring approval of the stockholders of the
Corporation. Series B Stock shall not, except as otherwise may be provided by
law, be entitled to vote on the election of directors or any other matter.

     7. REDEMPTION RIGHTS. The Corporation. at the option of the Board of
Directors, may at any time or from time to time after July 24, 1999 redeem the
whole or any part of Series B Stock by converting each outstanding share of
Series B Stock into two shares of Common Stock ("Redemption Shares"). In the
event less than all the outstanding Series B Stock is redeemed, the number of
shares to be redeemed and the method of effecting such redemption, which shall
be pro rata, shall be determined by the Board of Directors of the Corporation,
with such adjustments as may be reasonably necessary to eliminate the redemption
of fractional interests.

     Notice of every proposed redemption of Series B Stock shall be given not
more than 60 and not less than 30 days prior to any redemption date ("Redemption
Date") set by the Board of Directors for the redemption of shares of Series B
Stock pursuant to this paragraph. Such notice shall be given to each holder of
record of Series B Stock by mail, postage prepaid, addressed to each holder at
his or her post office address as shown by the records of the Corporation. Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives such
notice. Failure to give such notice by mail, or any defect in such notice, to
any holder of Series B Stock designated for redemption shall not affect the
validity of the proceedings for the redemption of other shares of Series B
Stock.

     On or after the Redemption Date, each holder of Series B Stock called for
redemption shall surrender his or her certificate or certificates evidencing
Series B Stock to be redeemed to the Corporation at the place designated in such
notice and shall thereupon be entitled to receive the Redemption Shares. In case
less than all of the shams represented by any such surrendered certificate are
redeemed, a new certificate shall be issued representing the unredeemed shares.

     8.   CONVERSION RIGHTS.

          (a) Each holder of Series B Stock may at any time following the
earlier of (i) the completion of any merger or other business combination by the
Corporation wherein a controlling interest in the Corporation is acquired by
another entity or (ii) July 24, 1999 upon surrender of the certificates
therefor, convert any or all of such holder's Series B Stock into fully paid and
non-assessable Common Stock of the Corporation, at the rate of two shares of
Common Stock for each share of Series B Stock so surrendered for conversion,
subject to adjustment as provided hereinafter. Such option to convert shall be
exercised by surrendering for such purpose to the Corporation, at any place
where the Corporation shall maintain a transfer agent for its Common Stock or
Series B Stock, certificates representing the shares to be converted, duly
endorsed in blank or accompanied by proper instruments of transfer, and at the
time of such surrender, the person exercising such option to convert shall be
deemed to be the holder of record of Common Stock issuable on such conversion,
notwithstanding that the share register of the Corporation shall then be closed
or the certificates representing such shares of Common Stock shall not then be
actually delivered to such person.

          (b) The number of shares of Common Stock into which Series B Stock may
be converted shall be subject to adjustment from time to time in certain cases
as follows:

               (i) The Corporation shall be entitled to make such further
adjustments as it considers advisable in order that any event treated for
federal income tax purposes as a dividend or other distribution of stock or
stock rights will not be taxable, so far as practicable, to the recipient of
such dividends or distributions.

          (c) Whenever the amount of Common Stock deliverable upon the
conversion of Series B Stock shall be adjusted pursuant to the provisions
hereof, the Corporation shall forthwith file, at its principal executive office
and with any transfer agent or agents for Series B Stock and for its Common
Stock, a statement stating the adjusted amount of its Common Stock or other
securities deliverable per Series B Stock and setting forth in reasonable detail
the method of calculation and the facts requiring such adjustment and upon which
such calculation is based. Each adjustment shall remain in effect until a
subsequent adjustment hereunder is required.

          (d) The Corporation shall at all times reserve and keep available, out
of its authorized but unissued shares of Common Stock, the full number of shares
of Common Stock deliverable upon the conversion of all the then outstanding
shares of Series B Stock and shall take all such action and obtain all such
permits or orders as may be necessary to enable the Corporation lawfully to
issue such shares of Common Stock upon the conversion of shares of Series B
Stock.

          (e) No fractional shares of Common Stock shall be issued upon
conversion of Series B Stock. In lieu of any fractional shares to which the
holder would otherwise be entitled, the Corporation shall pay cash equal to the
product of such fraction multiplied by the fair market value of one share of the
Corporation's Common Stock on the date of conversion, as determined in good
faith by the Board of Directors.

     9. EXCLUSION OF OTHER RIGHTS. Except as herein provided or as may otherwise
be required by law, the shares of Series B Stock shall not have any preferences
or relative, participating, optional or other special rights other than those
specifically set forth in this resolution and in the Certificate of
Incorporation of the Corporation.

     IN WITNESS WHEREOF, AMERICAN INDEPENDENT NETWORK, INC. has caused this
Certificate of Designation to be signed by its President and Secretary this
30th day of August, 1996.

                              AMERICAN INDEPENDENT NETWORK. INC.


                              By:  /S/ RANDY MOSELEY
                                   ---------------------------------
                                   Randy Moseley
                                   President and Secretary