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EXHIBIT 4.1

                    CERTIFICATE OF DESIGNATION OF THE RIGHTS
                         AND PREFERENCES OF THE SERIES L
              CONVERTIBLE PREFERRED STOCK OF U.S. WEST HOMES, INC.

         The undersigned, being all of the directors of U.S. West Homes, Inc.
(the "Corporation"), take the following actions by unanimous written consent
without a meeting as allowed for under Nevada law.

         WHEREAS it is in the best interest of the Corporation to create a
series of preferred stock for future use to attract investment capital and/or to
resolve the Corporation's indebtedness with creditors;

         WHEREAS it is in the best interest of the Corporation to prepare a
Certificate of Designation of the Rights and Preferences of the Series L
Convertible Preferred Stock for filing with the Nevada Secretary of State to set
forth the rights and preferences of the Series L Convertible Preferred Stock;

         WHEREAS this Certificate of Designation of the Rights and Preferences
of the Series L Convertible Preferred Stock supercedes and replaces any other
Certificate of Designation of the Rights and Preferences of the Series L
Convertible Preferred Stock on file with the Secretary of State;

         WHEREAS, the Corporation's Articles of Incorporation, as amended,
provides that the Corporation has authorized Five Hundred Million (500,000,000)
shares of $.001 par value preferred stock and, further, that the designation,
powers, preferences and relative participating, option or other special rights
and qualification, limitations or restrictions of the shares of such preferred
stock may be issued from time to time in one or more series, each of such series
to have such voting powers, designation, preferences, and relative
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof, as expressed herein or in a resolution or
resolutions, providing for the issuance of such series, adopted by the
directors;

         WHEREAS, THE CORPORATION DOES HEREBY CERTIFY that pursuant to the
authority contained in its Articles of Incorporation, and in accordance with the
provisions of the applicable law of Nevada, the Corporation's directors have
duly adopted the following resolutions determining the Designations, Rights and
Preferences of a special class of its authorized Preferred Stock, herein
designated as Series L Convertible Preferred Stock; and

         WHEREAS, to accommodate the Corporation's desire to offer shares of its
preferred stock to increase its equity capital, the Corporation has designated a
special class of its preferred stock, as follows:

NOW, THEREFORE, BE IT:


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         RESOLVED, that pursuant to the authority vested in the directors of
this Corporation by its Articles of Incorporation, a special class of preferred
stock of the Corporation be and are hereby created out of the 500,000,000 shares
of preferred stock available for issuance, such series to be designed as Series
L Convertible Preferred Stock, consisting of one million (1,000,000) shares, of
which the preferences and relative rights and qualifications, limitations or
restrictions thereof (in addition to those set forth in the Corporation's
Articles of Incorporation), shall be as stated below:

         The powers, preferences and rights granted to the Series L Convertible
Preferred Stock (as defined below) or the holders thereof are as follows:

         1. DESIGNATION AND RANK. The series of Preferred Stock shall be
designated the "Series L Convertible Preferred Stock" ("Series L Preferred") and
shall consist of 1,000,000 shares. The Series L Preferred and any other series
of Preferred Stock authorized by the Board of Directors of this Corporation are
hereinafter referred to as "Preferred Stock" or "Preferred." The Series L
Preferred shall be senior to the common stock and all other shares of Preferred
Stock that may be later authorized.

         2. DIVIDEND RATE AND RIGHTS. Holders of the Series L Preferred shall be
entitled to receive Common Stock dividends or other distributions when, as, and
if declared by the directors of the Corporation, with the holders of the Common
Stock on an as converted basis.

         3. CONVERSION INTO COMMON STOCK.

         (a)      RIGHT TO CONVERT. Each share of Series L Preferred shall be
                  convertible, at the option of the holder thereof and subject
                  to notice requirements of paragraph 3(b), at any time after
                  the date of issuance of such share into such number of fully
                  paid and non-assessable shares of Common Stock as is
                  determined by multiplying the number of issued and outstanding
                  shares of the Corporation's Common Stock on the exercise date
                  of this conversion feature by .000001. The Series L Conversion
                  Price and the conversion price of any other series of
                  Preferred Stock hereafter created are sometimes hereinafter
                  collectively referred to as the "Conversion Price."

         (b)      NOTICE OF CONVERSION. Each Series L Preferred stockholder who
                  desires to convert into the Corporation's Common Stock must
                  provide a 65 day written notice to the Corporation of its
                  intent to convert one or more shares of Series L Preferred
                  into Common Stock. The Corporation may, in its sole
                  discretion, waive the written notice requirement and allow the
                  immediate exercise of the right to convert.

         (c)      MECHANICS OF CONVERSION. No fractional shares of Common Stock
                  shall be issued upon conversion of Series L Preferred. In lieu
                  of any fractional shares to which the holder would otherwise
                  be entitled, the Corporation shall pay an amount in cash equal
                  to such fraction multiplied by the then effective Conversion

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                  Price. Before any holder shall be entitled to convert, he
                  shall surrender the certificate or certificates representing
                  Series L Preferred to be converted, duly endorsed or
                  accompanied by proper instruments of transfer, at the office
                  of the Corporation or of any transfer agent, and shall given
                  written notice to the Corporation at such office that he
                  elects to convert the same. The Corporation shall, as soon as
                  practicable thereafter, issue a certificate or certificates
                  for the number of shares of Common Stock to which the holder
                  shall be entitled. The Corporation shall, as soon as
                  practicable after delivery of such certificates, or such
                  agreement and indemnification in the case of a lost, stolen or
                  destroyed certificate, issue and deliver to such holder of
                  Series L Preferred a certificate or certificates for the
                  number of shares of Common Stock to which such holder is
                  entitled as aforesaid and a check payable to the holder in the
                  amount of any cash amounts payable as the result of a
                  conversion into fractional shares of Common Stock. 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 L Preferred to be converted.

         (d)      COMMON STOCK RESERVED. The Corporation shall reserve and keep
                  available out of its authorized but unissued Common Stock such
                  number of shares of Common Stock as shall from time to time be
                  sufficient to effect conversion of the Series L Preferred.

         4. LIQUIDATION PREFERENCE.

         (a)      In the event of any liquidation, dissolution or winding up of
                  the Corporation, whether voluntary or involuntary (a
                  "Liquidation"), the assets of the Corporation available for
                  distribution to its stockholders shall be distributed as
                  follows:

                  (1)      The holders of the Series L Preferred shall be
                           entitled to receive, prior to the holders of the
                           other series of Preferred Stock and prior and in
                           preference to any distribution of the assets or
                           surplus funds of the Corporation to the holders of
                           any other shares of stock of the corporation by
                           reason of their ownership of such stock, an amount
                           equal to $10.00 per share with respect to each share
                           of Series L Preferred, plus all declared but unpaid
                           dividends with respect to such share.

                  (2)      If upon occurrence of a Liquidation the assets and
                           funds thus distributed among the holders of the
                           Series L Preferred shall be insufficient to permit
                           the payment to such holders of the full preferential
                           amount, then the entire assets and funds of the
                           Corporation legally available for distribution shall
                           be distributed among the holders of the Series L
                           Preferred ratably in proportion to the full amounts
                           to which they would otherwise be respectively
                           entitled.


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         (b)      For purposes of this Section 4, and unless a majority of the
                  holders of the Series L Preferred affirmatively vote or agree
                  by written consent to the contrary, a Liquidation shall be
                  deemed to include (i) the acquisition of the Corporation by
                  another entity by means of any transaction or series of
                  related transactions (including, without limitation, any
                  reorganization, merger or consolidation) and (ii) a sale of
                  all or substantially all of the assets of the Corporation,
                  unless the Corporation's stockholders of record as constituted
                  immediately prior to such acquisition or sale 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 fifty percent
                  (50%) of the voting power of the surviving or acquiring
                  entity.

         (c)      If any of the assets of the Corporation are to be distributed
                  other than in cash under this Section 4, then the board of
                  directors of the Corporation shall promptly engage independent
                  competent appraisers to determine the value of the assets to
                  be distributed to the holders of Preferred Stock or Common
                  Stock. The Corporation shall, upon receipt of such appraiser's
                  valuation, give prompt written notice to each holder of shares
                  of Preferred Stock or Common Stock of the appraiser's
                  valuation.

         5. VOTING RIGHTS. Except as otherwise required by law, the holders of
Series L Preferred and the holders of Common Stock shall be entitled to notice
of any stockholders' meeting and to vote as a single class upon any matter
submitted to the stockholders for a vote as follows: (i) the holders of each
series of Preferred Stock shall have one vote for each full share of Common
Stock into which a share of such series would be convertible on the record date
for the vote, or, if no such record date is established, at the date such vote
is taken or any written consent of stockholders is solicited; and (ii) the
holders of Common Stock shall have one vote per share of Common Stock held as of
such date.

         6. COVENANTS.

         (a)      In addition to any other rights provided by law, the
                  Corporation shall not, without first obtaining the affirmative
                  vote or written consent of the holders of a majority of the
                  outstanding shares of Series L Preferred, do any of the
                  following:

                  (1)      take any action which would either alter, change or
                           affect the rights, preferences, privileges or
                           restrictions of the Series L Preferred or increase
                           the number of shares of such series authorized hereby
                           or designate any other series of Preferred Stock;


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         (b)      increase the size of any equity incentive plan(s) or
                  arrangements;

         (c)      make fundamental changes to the business of the Corporation;

         (d)      make any changes to the terms of the Series L Preferred or to
                  the Corporation's Articles of Incorporation or Bylaws,
                  including by designation of any stock;

         (e)      create any new class of shares having preferences over or
                  being on a parity with the Series L Preferred as to dividends
                  or assets, unless the purpose of creation of such class is,
                  and the proceeds to be derived from the sale and issuance
                  thereof are to be used for, the retirement of all Series L
                  Preferred then outstanding;

         (f)      accrue any indebtedness in excess of $5,000,000;

         (g)      make any change in the size or number of authorized directors;

         (h)      repurchase any of the Corporation's Common Stock;

         (i)      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 or more
                  than 50% of the stock of the Corporation in a single
                  transaction;

         (j)      make any payment of dividends or other distributions or any
                  redemption or repurchase of stock or options or warrants to
                  purchase stock of the Corporation; or

         (k)      file a petition for relief under the United States Bankruptcy
                  Code.

         7. REISSUANCE. No share or shares of Series L Preferred acquired by the
Corporation by reason of conversion or otherwise shall be reissued as Series L
Preferred, and all such shares thereafter shall be returned to the status of
undesignated and unissued shares of Preferred Stock of the Corporation.

         8. DIRECTORS. The holders of Series L Preferred and Common Stock voting
together as a class shall be entitled to elect the directors comprising the
Board of Directors (and to fill any vacancies with respect thereto).

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         The undersigned being the President and Secretary of the Company hereby
declares under penalty of perjury that the foregoing is a true and correct copy
of the Certificate of Designation of the Rights and Preferences of the Series L
Convertible Preferred Stock of U.S. West Homes, Inc. duly adopted by the Board
of Directors of the Company on May l, 2003.

Dated: May ___, 2003



                                         By: /s/ Walter Grieves
                                             -------------------------
                                         Name:  Walter Grieves
                                         Title:  President

State of __________________
County of ________________


On ____________________ personally appeared before me, a Notary Public,
________________ and ______________________ who acknowledged that they executed
the above document.


________________________
Notary Public