EXHIBIT 4.10


                           CERTIFICATE OF DESIGNATION
                            (Pursuant to NRS 78.1955)


1. Name of corporation: Synthetic Turf Corporation of America, Inc.

2. By  resolution  of the board of  directors  pursuant  to a  provision  in the
articles of incorporation,  this certificate establishes the following regarding
the voting powers, designations, preferences,

The  class of  preferred  stock of the  Company  is  hereby  designated  for all
15,000,000  shares of Preferred Stock  available for issuance,  such stock to be
designated  as Class A Preferred  Stock (the  "Preferred  Stock"),  of which the
preferences and relative rights and qualifications,  limitations or restrictions
thereof  (in  addition  to  those  set  forth  in  the  Company's   Articles  of
Incorporation, as amended), shall be as follows:

See  Continuation  Sheet  attached,   consisting  of  one  (1)  page,  which  is
incorporated herein and made a part hereof.

3. Effective date of filing (optional):
                                       -----------------------------------------
                 (must not be later than 90 days after the certificate is filed)

4. Officer Signature:   /s/  Gary Borglund
                        -------------------------
                            Gary Borglund, President


IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

                               Continuation Sheet

<PAGE>


A.   DESIGNATION AND AMOUNT. All of the presently  authorized  preferred shares,
     being Fifteen  Million  (15,000,000)  shares of par value $0.001  preferred
     stock,  shall be designated  as shares of  "Preferred  Stock" and par value
     shall remain at $0.001 per share.

B.   RANK.  The  Preferred  Stock  shall be senior to the  Common  Stock and any
     subsequently  authorized  series  or class of the  Corporation's  preferred
     stock.


C.   LIQUIDATION  RIGHTS.  In the  event  of any  liquidation,  dissolution,  or
     winding  up of the  Corporation,  whether  voluntary  or  involuntary,  the
     holders of the  Preferred  Stock then  outstanding  shall be entitled to be
     paid out of the assets of the Corporation available for distribution to its
     shareholders,  before any  payment or  declaration  and  setting  apart for
     payment of any amount shall be made in respect of any  outstanding  capital
     stock of the Corporation, an amount equal to $0.01 per share.

D.   DIVIDENDS.  Holders  of shares of  Preferred  Stock  shall be  entitled  to
     receive  dividends,  ratably  and on the same  basis as  holders  of Common
     Stock, when, as, and if declared by the Corporation.

E.   CONVERSION.  Each share of  Preferred  Stock shall be  convertible,  at the
     option of the holder,  into  twenty-five  (25) shares of the  Corporation's
     Common Stock;  provided,  however, that if, at any time after the effective
     date of this  Certificate  of  Designation,  the  Corporation  effects  any
     subdivision,  forward or reverse split,  or other  reclassification  of its
     Common Stock,  the conversion  basis of the Preferred Stock hereunder shall
     also be proportionately adjusted.

F.   VOTING.  Holders of shares of  Preferred  Stock  shall be  entitled to cast
     twenty-five  (25)  votes for each  share of  Preferred  Stock  held for any
     matter  presented to the  shareholders of the Corporation at any regular or
     special  meeting  of the  shareholders,  or for any other  matter  that may
     require approval of the shareholders of the Corporation.

G.   PROTECTIVE PROVISIONS. As long as any shares of Preferred Stock shall be
     outstanding, the Corporation shall not, without the approval (by vote or
     written consent, as provided by law) of the holders of at least two-thirds
     of the total number of shares of Preferred Stock outstanding: (i) alter or
     change the rights, preferences or privileges of the Preferred Stock, (ii)
     increase the authorized number of Preferred Shares, (iii) create any new
     class of shares having preferences over or on a parity with the Preferred
     Stock, (iv) repurchase any of the Common Stock of the Corporation, (v)
     merge or consolidate with any other entity except into or with a
     wholly-owned subsidiary of the Corporation, or (vi) sell, convey or
     otherwise dispose of, or create or incur any mortgage, lien, charge or
     encumbrance on or security interest in or pledge of, or sell and leaseback,
     all or substantially all of the property or business of the Corporation.