EXHIBIT 4.1

             CERTIFICATE OF DESIGNATIONS OF THE POWERS, PREFERENCES
                 AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER
             SPECIAL RIGHTS OF PREFERRED STOCK AND QUALIFICATIONS,
                      LIMITATIONS AND RESTRICTIONS THEREOF
                                       OF
                 SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       FOR
                            MEDCOM USA, INCORPORATED

                  MEDCOM USA, INCORPORATED, a Delaware corporation (the
"CORPORATION"), pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, does hereby make this Certificate of
Designations and does hereby state and certify that pursuant to the authority
expressly vested in the Board of Directors of the Corporation by the Certificate
of Incorporation of the Corporation, the Board of Directors duly adopted the
following resolutions, which resolutions remain in full force and effect as of
the date hereof:

                  RESOLVED, that, pursuant to Article Four of the Certificate of
Incorporation of the Corporation, the Board of Directors hereby authorizes the
issuance of, and fixes the designation and preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions, of a series of Preferred Stock consisting of 2,900
shares, par value $.01, to be designated Series D Cumulative Convertible
Preferred Stock (the "PREFERRED SHARES").

                  RESOLVED, that subject to the terms and conditions of the
Purchase Agreement (as defined herein), 2,900 Preferred Shares may be issued.

                  RESOLVED, that each of the Preferred Shares shall rank equally
in all respects and shall be subject to the following terms and provisions:

         1. DESIGNATION. There is hereby created out of the authorized and
unissued shares of preferred stock of the Corporation a series of preferred
stock designated as the Series D Cumulative Convertible Preferred Stock (the
"PREFERRED SHARES"). The number of shares constituting such series shall be
2,900.

         2. DIVIDENDS.

                  (a) CUMULATIVE. The holders of the Preferred Shares shall be
entitled to receive cumulative dividends at the per share rate of four percent
(4%) of the Liquidation Preference (as defined below) of each Preferred Share,
per annum accruing daily and payable annually on March 31 of each year (each a
"DIVIDEND PAYMENT DATE") commencing with the first Dividend Payment Date
occurring after the original issuance date of such share, in preference and
priority to any payment of any dividend on the of common stock, par value $0.01,


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of the Corporation ("COMMON STOCK") or any other class or series of equity
security of the Corporation. Such dividends shall accrue (or shall be deemed to
have accrued) on any given share from the most recent date on which a dividend
has been paid with respect to such share, or if no dividends have been paid,
from April 15, 2000, and such dividends shall accrue from day to day whether or
not declared, based on the actual number of days elapsed. If at any time
dividends on the outstanding Preferred Shares at the rate set forth above shall
not have been paid or declared and set apart for payment with respect to all
preceding periods, the amount of the deficiency shall be fully paid or declared
and set apart for payment, but without interest, before any distribution,
whether by way of dividend or otherwise, shall be declared or paid upon or set
apart for the shares of any other class or series of equity security of the
Corporation

                  (b) PAYMENT OF DIVIDENDS. At its option, the Corporation may
pay dividends required hereunder either in cash or in the form of shares of
Common Stock of the Corporation. If the Corporation elects to pay dividends in
the form of its Common Stock, it shall issue to the holder of the Preferred
Shares that number of shares of Common Stock having a Fair Market Value equal to
the amount of the dividend to be paid; provided that the Corporation shall have
such option only if the Common Stock is then listed for trading on the Nasdaq
SmallCap Market, Nasdaq National Market, or another market providing regular
price quotations, as designated by the Corporation. For purposes of the
foregoing, the term "Fair Market Value" shall mean the average of the bid and
ask prices of the Corporation's Common Stock on the Nasdaq SmallCap System,
averaged for the 10 trading days ending 3 business days prior the dividend
payment date, and shall mean the last reported sale price averaged for the 10
trading days ending 3 business days prior to the dividend payment date, if the
Common Stock is then listed for trading on the Nasdaq National Market. If the
Common Stock is not then listed for trading on the Nasdaq SmallCap System or the
Nasdaq National Market, the "Fair Market Value" shall be determined by a
procedure approved by the Corporation's Board of Directors, in its reasonable
discretion, which is based primarily on the prices quoted on the market on which
the Common Stock is then trading.

         3. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary, the holders
of the Preferred Shares shall be entitled to receive, out of the assets of the
Corporation available for distribution to stockholders, prior and in preference
to any distribution of any assets of the Corporation to the holders of the
Corporation's Common Stock, but after payment of the liquidation preference
payable with respect to the Corporation's outstanding Series A Preferred Shares,
the amount of $1,000 per share plus all accrued but unpaid dividends (the
"LIQUIDATION PREFERENCE").

         4. CONVERSION. Effective immediately upon an amendment of the
Corporation's Certificate of Incorporation to increase the authorized number of
shares of Common Stock to at least 60,000,000 (the "Certificate Amendment") each
holder of the Preferred Shares shall have the right at any time and from time to
time, at the option of such holder, to convert any or all Preferred Shares held
by such holder, for such number of fully paid, validly issued and nonassessable
shares ("COMMON SHARES") of Common Stock, free and clear of any liens, claims or


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encumbrances, as is determined by dividing (i) the Liquidation Preference times
the number of Preferred Shares being converted (the "CONVERSION AMOUNT"), by
(ii) the applicable Conversion Price determined as hereinafter provided in
effect on the Conversion Date. Immediately following such conversion, the rights
of the holders of converted Preferred Shares shall cease and the persons
entitled to receive the Common Shares upon the conversion of Preferred Shares
shall be treated for all purposes as having become the owners of such Common
Shares, subject to the rights provided herein to holders.

                  (a) MECHANICS OF CONVERSION. To convert Preferred Shares into
Common Shares, the holder shall give written notice ("CONVERSION NOTICE") to the
Corporation in the form of page 1 of Exhibit A hereto (which Conversion Notice
may be given by facsimile transmission no later than the Conversion Date)
stating that such holder elects to convert the same and shall state therein the
number of Preferred Shares to be converted and the name or names in which such
holder wishes the certificate or certificates for Common Shares to be issued
(the conversion date specified in such Conversion Notice shall be referred to
herein as the "CONVERSION DATE"). Either simultaneously with the delivery of the
Conversion Notice, or within one (1) Trading Day (as defined below) thereafter,
the holder shall deliver (which also may be done by facsimile transmission) page
2 to Exhibit A hereto indicating the computation of the number of Common Shares
to be received. As soon as possible after delivery of the Conversion Notice,
such holder shall surrender the certificate or certificates representing the
Preferred Shares being converted, duly endorsed, at the office of the
Corporation or, if identified in writing to all the holders by the Corporation,
at the offices of any transfer agent for such shares. The Corporation shall,
within 10 days after receipt of such Conversion Notice, issue and deliver to or
upon the order of such holder, against delivery of the certificates representing
the Preferred Shares which have been converted, a certificate or certificates
for the number of Common Shares to which such holder shall be entitled (with the
number of and denomination of such certificates designated by such holder), and
the Corporation shall at such time issue and deliver to such holder a
certificate or certificates for the number of Preferred Shares (including any
fractional shares) which such holder has not yet elected to convert hereunder
but which are evidenced in part by the certificate(s) delivered to the
Corporation in connection with such Conversion Notice. In lieu of delivering
physical certificates representing the Common Shares issuable upon conversion of
Preferred Shares, provided the Corporation's transfer agent is participating in
the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST")
program, upon request of the holder, the Corporation shall use its best efforts
to cause its transfer agent to electronically transmit the Common Shares
issuable upon conversion or exercise to the holder, by crediting the account of
the holder's prime broker with DTC through its Deposit Withdrawal Agent
Commission ("DWAC") system. The time periods for delivery described above shall
apply to the electronic transmittals through the DWAC system. The conversion
pursuant to this Section 4 shall be deemed to have been made immediately prior
to the close of business on the Conversion Date. The person or persons entitled
to receive the Common Shares issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such Common Shares at the close
of business on the Conversion Date.

                  The term "TRADING DAY" means a day on which there is trading
on the Nasdaq National Market or such other market or exchange on which the
Common Stock is then principally traded.

                  If a holder of Preferred Shares converts any of such holder's
Preferred Shares, the Corporation shall pay any United States documentary, stamp
or similar issue or transfer tax due on the issue of shares of Common Stock upon
the conversion. However, such holder shall pay any such tax that is due because
the shares of Common Stock are issued in a name other than such holder's name.

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                  CONVERSION PRICE. The Conversion Price applicable with respect
         to the Preferred Shares (the "CONVERSION PRICE"), shall be $4.94,
         subject to adjustment as set forth below.

                  (b) STOCK SPLITS; DIVIDENDS; ADJUSTMENTS.

                           (i) If the Corporation, at any time while the
         Preferred Shares are outstanding, (A) shall pay a stock dividend or
         otherwise make a distribution or distributions on any equity securities
         (including instruments or securities convertible into or exchangeable
         for such equity securities) in shares of Common Stock, (B) subdivide
         outstanding Common Shares into a larger number of shares, or (C)
         combine outstanding Common Stock into a smaller number of shares, then
         the Conversion Price shall be adjusted by multiplying the then
         effective Conversion Price by a fraction, the numerator of which shall
         be the number of shares of Common Stock outstanding before such event
         and the denominator of which shall be the number of shares of Common
         Stock outstanding after such event. Any adjustment made pursuant to
         this Section 4(b)(i) shall become effective immediately after the
         record date for the determination of stockholders entitled to receive
         such dividend or distribution and shall become effective immediately
         after the effective date in the case of a subdivision or combination.

                           (ii) If the Corporation, at any time while the
         Preferred Shares are outstanding, shall distribute to all holders of
         Common Stock evidences of its indebtedness or assets or cash or rights
         or warrants to subscribe for or purchase any security of the
         Corporation or any of its subsidiaries (excluding those referred to in
         Section 4(b)(i) above), then concurrently with such distributions to
         holder of Common Stock, the Corporation shall distribute to holders of
         the Preferred Shares, the amount of such indebtedness, assets, cash or
         rights or warrants which the holders of Preferred Shares would have
         received had they converted all their Preferred Shares into Common
         Shares immediately prior to the record date for such distribution.

                           (iii) Whenever the Conversion Price is adjusted
         pursuant to Section 4(b)(i) above or the Corporation makes a
         distribution as described in Section 4(b)(ii) above, the Corporation
         shall promptly mail to each holder of the Preferred Shares a notice
         setting forth the Conversion Price after such adjustment and setting
         forth a brief statement of the facts requiring such adjustment, or
         setting forth a description of the distribution and the facts
         surrounding same.

                           (iv) All calculations under this Section 4(b) shall
         be made to the nearest cent or to the nearest 1/100th of a share, as
         the case may be.

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                           (v) No adjustment in the Conversion Price shall
         reduce the Conversion Price below the then par value of the Common
         Stock.

                           (vi) The Corporation from time to time may reduce the
         Conversion Price by any amount for any period of time if the period is
         at least 20 trading days and if the reduction is irrevocable during the
         period. Whenever the Conversion Price is reduced, the Corporation shall
         mail to the holders of Preferred Shares a notice of the reduction. The
         Corporation shall mail, first class, postage prepaid, the notice at
         least 15 days before the date the reduced Conversion Price takes
         effect. The notice shall state the reduced Conversion Price and the
         period it will be in effect. A reduction of the Conversion Price does
         not change or adjust the Conversion Price otherwise in effect for
         purposes of Section 4(b)(i), (ii), or (iii).

                  (c) NOTICE OF RECORD DATE. In the event of any taking by the
Corporation of a record date of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, any security or right convertible into or
entitling the holder thereof to receive additional Common Shares, or 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 deliver to each holder of Preferred Shares at least 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,
security or right and the amount and character of such dividend, distribution,
security or right.

                  (d) ISSUE TAXES. The Corporation shall pay any and all United
States issue and other taxes, excluding any income, franchise or similar taxes,
that may be payable in respect of any issue or delivery of Common Shares on
conversion of Preferred Shares pursuant hereto. However, the holder of any
Preferred Shares shall pay any tax that is due because the Common Shares
issuable upon conversion thereof are issued in a name other than such holder's
name.

                  (e) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. Effective
at such time as the Corporation has obtained shareholder approval of the
Certificate Amendment, the Corporation shall at all times thereafter reserve and
keep available out of its authorized but unissued Common Stock, solely for the
purposes of effecting the conversion of the Preferred Shares, an amount of
Common Shares equal to the number of shares issuable upon conversion of the
Preferred Shares at the then applicable Conversion Price. The Corporation
promptly will take such corporate action as may, in the opinion of its outside
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including without limitation engaging in best efforts to obtain the requisite
stockholder approval.

                  (f) FRACTIONAL SHARES. No fractional shares shall be issued
upon the conversion of any Preferred Shares. All Common Shares (including
fractions thereof) issuable upon conversion of more than one Preferred Share by
a holder thereof and all Preferred Shares issuable upon the purchase thereof
shall be aggregated for purposes of determining whether the conversion and/or
purchase would result in the issuance of any fractional share. If, after the

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aforementioned aggregation, the conversion and/or purchase would result in the
issuance of a fraction of a share of Common Stock, the Corporation shall, in
lieu of issuing any fractional share, either round up the number of shares to
the next highest whole number or, at the Corporation's option, pay the holder
otherwise entitled to such fraction a sum in cash equal to the fair market value
of such fraction on the Conversion Date (as determined in good faith by the
Board of Directors of the Corporation).

                  (g) REORGANIZATION, MERGER. In case of any reorganization or
any reclassification of the capital stock of the Corporation or any
consolidation or merger of the Corporation with or into any other corporation or
corporations or a sale or transfer of all or substantially all of the assets of
the Corporation to any other person, then, as part of such reorganization,
consolidation, merger, or transfer if the holders of shares of Common Stock
receive any publicly traded securities as part or all of the consideration for
such reorganization, consolidation, merger or sale, then it shall be a condition
precedent of any such event or transaction that provision shall be made such
that each Preferred Share shall thereafter be convertible into such new
securities at a conversion price and pricing formula which places the holders of
Preferred Shares in an economically equivalent position as they would have been
if not for such event. In addition to the foregoing, if the holders of shares of
Common Stock receive any non-publicly traded securities or other property or
cash as part or all of the consideration for such reorganization, consolidation,
merger or sale, then such distribution shall be treated to the extent thereof as
a distribution under Section 4(c) above and such Section shall also apply to
such distribution.

                  (h) CERTIFICATE FOR CONVERSION PRICE ADJUSTMENT. The
Corporation shall promptly furnish or cause to be furnished to each holder a
certificate prepared by the Corporation setting forth any adjustments or
readjustments of the Conversion Price pursuant to this Section 4.

                  (i) MANDATORY CONVERSION. At the election of the Corporation
upon written notice given to the holder of the Preferred Shares, the Preferred
Shares may be converted into Common Shares, at the then effective Conversion
Price, at any time after April 15, 2001, so long as both (A) on the conversion
date the market price of the Corporation's Common Stock exceeds the then
applicable Conversion Price, and (B) on such conversion date, the resale of the
Common Stock issuable upon such conversion has either been registered under the
Act, pursuant to a Registration Statement that is then effective, or the holder
of the Preferred Shares to be converted is then entitled, pursuant to Rule 144
promulgated under the Act, to sell the Common Stock issuable to him upon such
conversion.

         5. VOTING RIGHTS. Each holder of Preferred Shares shall be entitled to
vote on all matters and, except as otherwise expressly provided herein, shall be
entitled to the number of votes equal to the largest number of full shares of
Common Stock into which such Preferred Shares could be converted at the record
date for such vote, or, if no record date is established, at the date such vote
is taken. In addition to all other requirements imposed by Delaware law, and all
other voting rights granted under the Corporation's Certificate of
Incorporation, the affirmative vote of a majority in interest of the
Corporation's outstanding Preferred Shares shall be necessary for (i) any
amendment, modification or repeal of this Certificate of Designations (whether
by merger, consolidation or otherwise), or (ii) any amendment to the Certificate
of Incorporation or by-laws of the Corporation that may amend or change or
adversely affect any of the rights, preferences, or privileges of the Preferred
Shares.

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         6. NOTICES. The Corporation shall distribute to the holders of
Preferred Shares copies of all notices, materials, annual and quarterly reports,
proxy statements, information statements and any other documents distributed
generally to the holders of shares of Common Stock of the Corporation, at such
times and by such method as such documents are distributed to such holders of
such Common Stock.

         7. REPLACEMENT CERTIFICATES. The certificate(s) representing the
Preferred Shares held by any holder of Preferred Shares may be exchanged by such
holder at any time and from time to time for certificates with different
denominations representing an equal aggregate number of Preferred Shares, as
reasonably requested by such holder, upon surrendering the same. No service
charge will be made for such registration or transfer or exchange. Upon receipt
by the Corporation of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any stock certificate representing the Preferred
Shares and, in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or upon surrender and cancellation of such stock certificate
if mutilated, the Corporation will make and deliver a new stock certificate of
like tenor and dated as of such cancellation at no charge to the holder.

         8. NO REISSUANCE. No Preferred Shares acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be reissued.

         9. SEVERABILITY OF PROVISIONS. If any right, preference or limitation
of the Preferred Shares set forth in this Certificate of Designations (as this
Certificate of Designations may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule or law or public
policy, all other rights, preferences and limitations set forth in this
Certificate of Designations, which can be given effect without the invalid,
unlawful or unenforceable right, preference or limitation shall nevertheless
remain in full force and effect, and no right, preference or limitation herein
set forth be deemed dependent upon any such other right, preference or
limitation unless so expressed herein.

         10. LIMITATIONS. Except as may otherwise be required by law, the
Preferred Shares shall not have any powers, preference or relative
participating, optional or other special rights

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]



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other than those specifically set forth in this Certificate of Designations (as
may be amended from time to time) or otherwise in the Certificate of
Incorporation of the Corporation.
Signed on April 15, 2000

                                        MEDCOM USA, INCORPORATED


                                        By: /S/ MARK BENNETT
                                            ------------------------------------
                                            Name: Mark Bennett
                                                  Title: President



                                        By: /S/ MICHAEL MALET
                                            ------------------------------------
                                            Name: Michael Malet
                                            Title: Secretary



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                                    EXHIBIT A

                            (To be Executed by Holder
                      in order to Convert Preferred Shares)

                                CONVERSION NOTICE
                                       FOR
                 SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK


The undersigned, as a holder ("HOLDER") of shares of Series D Cumulative
Convertible Preferred Stock ("PREFERRED SHARES") of Medcom USA, Incorporated
(the "CORPORATION"), hereby irrevocably elects to convert _____________
Preferred Shares for shares ("COMMON SHARES") of common stock, par value $0.01
per share (the "COMMON STOCK"), of the Corporation according to the terms and
conditions of the Certificate of Designations for the Preferred Shares as of the
date written below. The undersigned hereby requests that share certificates for
the Common Shares to be issued to the undersigned pursuant to this Conversion
Notice be issued in the name of, and delivered to, the undersigned or its
designee as indicated below. No fee will be charged to the Holder of Preferred
Shares for any conversion. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Certificate of
Designations.

Conversion Date:  __________________________

Conversion Information:             NAME OF HOLDER:_____________________________

                                    By:__________________________________
                                    Print Name:__________________________
                                    Print Title:_________________________

                                    Print Address of Holder:
                                    ____________________________________________
                                    ____________________________________________

                                    Issue Common Stock to:______________________
                                    at:_________________________________________
                                    ____________________________________________


IF COMMON SHARES ARE TO BE ISSUED TO A PERSON OTHER THAN HOLDER, HOLDER'S
SIGNATURE MUST BE GUARANTEED BELOW:

SIGNATURE GUARANTEED BY:





THE COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED IS SET FORTH ON PAGE 2
OF THE CONVERSION NOTICE.

                           PAGE 1 OF CONVERSION NOTICE

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PAGE 2 TO CONVERSION NOTICE DATED _________________ FOR: _______________________
                                  (CONVERSION DATE)         (NAME OF HOLDER)


              COMPUTATION OF NUMBER OF COMMON SHARES TO BE RECEIVED
              -----------------------------------------------------

Number of Preferred Shares converted:           ______________ shares

    Number of Preferred Shares converted x Liquidation Preference  $

TOTAL DOLLAR AMOUNT CONVERTED                                      $
                                                                   =============



CONVERSION PRICE                                                   $


Number of Common Shares   =   Total dollar amount converted
                              -----------------------------  =     -------------
                                   Converted Price

     NUMBER OF COMMON SHARES =

If the conversion is not being settled by DTC, please issue and deliver _____
certificate(s) for Common Shares in the following amount(s):


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


If the Holder is receiving certificate(s) for Preferred Shares upon the
conversion, please issue and deliver _____ certificate(s) for Preferred Shares
in the following amounts:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________