EXHIBIT 4.1


                           CERTIFICATE OF DESIGNATIONS
                                       OF
                                 PREFERRED STOCK
                                       OF
                       CHINA CABLE AND COMMUNICATION, INC.

                                To Be Designated
                         8% Convertible Preferred Stock


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



     The undersigned DO HEREBY CERTIFY that the following resolution was duly
adopted by the Board of Directors of China Cable and Communication, Inc., a
Delaware corporation (the "Corporation"), at a meeting duly convened and held,
at which a quorum was present and acting throughout:

     "RESOLVED, that pursuant to the authority conferred on the Board of
     Directors of the Corporation (the "Board of Directors") by the
     Corporation's Certificate of Incorporation, the issuance of a series of
     preferred stock, par value $.0001 per share, of the Corporation which shall
     consist of 2,758,621 shares of preferred stock be, and the same hereby is,
     authorized; and the Chief Executive Officer and Secretary or Assistant
     Secretary of the Corporation be, and they hereby are, authorized and
     directed to execute and file with the Secretary of State of the State of
     Delaware a Certificate of Designations of Preferred Stock of the
     Corporation fixing the designations, powers, preferences and rights of the
     shares of such series, and the qualifications, limitations or restrictions
     thereof (in addition to the designations, powers, preferences and rights,
     and the qualifications, limitations or restrictions thereof, set forth in
     the Certificate of Incorporation which may be applicable to the
     Corporation's preferred stock), as follows:

     1. Number of Shares; Designation. A total of 2,758,621 shares of preferred
     stock, par value $.0001 per share, of the Corporation are hereby designated
     as 8% Convertible Preferred Stock (the "Series"). Shares of the Series are
     being sold for a purchase price of $1.45 per share (the "Purchase Price")
     pursuant to the Securities Purchase Agreement dated September 24, 2003
     among the Corporation and the investors party thereto.

     2. Rank. The Series shall, with respect to payment of dividends, redemption
     payments and rights upon liquidation, dissolution or winding-up of the
     affairs of the Corporation, rank:

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          (i)  senior and prior to the Common Stock, par value $0.00001 per
               share, of the Corporation (the "Common Stock"), and any
               additional series of preferred stock which may in the future be
               issued by the Corporation and are designated in the amendment to
               the Certificate of Incorporation or the certificate of
               designations establishing such additional preferred stock as
               ranking junior to the shares of the Series. Any shares of the
               Corporation's capital stock which are junior to the shares of the
               Series with respect to the payment of dividends are hereinafter
               referred to as "Junior Dividend Shares" and any shares which are
               junior to the shares of the Series with respect to redemption,
               payment and rights upon liquidation, dissolution or winding-up of
               the affairs of the Corporation are hereinafter referred to as
               "Junior Liquidation Shares".

          (ii) Parri passu with any additional series of preferred stock which
               may in the future be issued by the Corporation and are designated
               in the amendment to the Certificate of Incorporation or the
               certificate of designations establishing such additional
               preferred stock as ranking equal to the shares of the Series or
               which do not state they are Junior Dividend Shares or Senior
               Dividend Shares (as defined below). Any shares of the
               Corporation's capital stock which are equal to the shares of the
               Series with respect to the payment of dividends are hereinafter
               referred to as "Parity Dividend Shares" and any shares which are
               equal to the shares of the Series with respect to redemption,
               payment and rights upon liquidation, dissolution or winding-up of
               the affairs of the Corporation are hereinafter referred to as
               "Parity Liquidation Shares".

          (iii) Junior to any additional series of preferred stock which may in
               the future be issued by the Corporation and are designated in the
               amendment to the Certificate of Incorporation or the certificate
               of designations establishing such additional preferred stock as
               ranking senior to the shares of the Series. Any shares of the
               Corporation's capital stock which are senior to the shares of the
               Series with respect to the payment of dividends are hereinafter
               referred to as "Senior Dividend Shares" and any shares which are
               senior to the shares of the Series with respect to redemption,
               payment and rights upon liquidation, dissolution or winding-up of
               the affairs of the Corporation are hereinafter referred to as
               "Senior Liquidation Shares".

     The Corporation may not issue additional shares of preferred stock which
     are not (a) Junior Stock (as defined in paragraph 3(c) below) or (b) both
     Parity Liquidation Shares and Parity Dividend Shares without the consent of
     the holders of a majority of the outstanding shares of the Series.

     3. Dividends. (a) The dividend rate on shares of the Series shall be 8.0%
     of the Purchase Price per share per annum. Dividends on shares of the
     Series shall be fully cumulative, accruing, without interest, from the date
     of original issuance of the Series through the date of redemption or
     conversion thereof, and shall be payable in arrears, when, as and if
     declared by the Board of Directors out of funds legally available for the
     payment of dividends, on September 30 and March 31 of each year, commencing
     March 31, 2004, except that if such date is not a business day then the

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     dividend shall be payable on the first immediately succeeding business day
     (as used herein, the term "business day" shall mean any day except a
     Saturday, Sunday or day on which banking institutions are legally
     authorized to close in Dallas, Texas) (each such period being hereinafter
     referred to as a "Dividend Period"). Dividends shall be payable in cash.
     Each dividend shall be paid to the holders of record of shares of the
     Series as they appear on the stock register of the Corporation on the
     record date, not less than 10 nor more than 60 days preceding the payment
     date thereof, as shall be fixed by the Board of Directors. Dividends
     payable for each Dividend Period shall be computed on the basis of a
     360-day year of twelve 30-day months and rounded to the nearest cent.
     Dividends on account of arrearages for any past Dividend Period may be
     declared and paid at any time, without reference to any regular dividend
     payment date, to holders of record on such date, not exceeding 45 days
     preceding the payment date thereof, as may be fixed by the Board of
     Directors of the Corporation. Dividends shall accrue regardless of whether
     the Corporation has earnings, whether there are funds legally available
     therefor and/or whether declared. No interest shall be payable with respect
     to any dividend payment that may be in arrears. Holders of shares of the
     Series called for redemption between the close of business on a dividend
     payment record date and the close of business on the corresponding dividend
     payment date shall, in lieu of receiving such dividend on the dividend
     payment date fixed therefor, receive such dividend payment on the date
     fixed for redemption together with all other accrued and unpaid dividends
     to the date fixed for redemption. The holders of shares of the Series shall
     not be entitled to any dividends other than the cash dividends provided for
     in this paragraph 3.

     (b) No dividends, except as described in the next succeeding sentence,
     shall be declared or paid or set apart for payment on any Parity Dividend
     Shares for any period unless full cumulative dividends have been or
     contemporaneously are declared and paid or declared and set aside for
     payment for all accrued dividends with respect to the Series through the
     most recent Dividend Period ending on or prior to the date of payment.
     Unless dividends accrued and payable but unpaid on shares of the Series and
     any Parity Dividend Shares at the time outstanding have been paid in full,
     all dividends declared by the Corporation upon shares of the Series or
     Parity Dividend Shares shall be declared pro rata with respect to all such
     shares, so that the amounts of any dividends declared on shares of the
     Series and the Parity Dividend Shares shall in all cases bear to each other
     the same ratio that, at the time of the declaration, all accrued but unpaid
     dividends on shares of the Series and the other Parity Dividend Shares,
     respectively, bear to each other.

     (c) If at any time the Corporation has failed to (x) pay or set apart for
     payment all accrued dividends on any shares of the Series through the then
     most recent Dividend Period and (y) set apart for payment an amount in cash
     equal to the scheduled dividend payments for each of the next two Dividend
     Periods, the Corporation shall not, and shall not permit any corporation or
     other entity directly or indirectly controlled by the Corporation to:

          (i)  declare or pay or set aside for payment any dividend or other
               distribution on or with respect to the Junior Dividend Shares,
               whether in cash, securities, obligations or otherwise (other than
               dividends or distributions paid in shares of capital stock of the
               Corporation ranking junior to shares of the Series both as to the

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               payment of dividends and as to rights in liquidation, dissolution
               or winding-up of the affairs of the Corporation ("Junior Stock"),
               or options, warrants or rights to subscribe for or purchase
               shares of Junior Stock); or

          (ii) redeem, purchase or otherwise acquire, or pay into, set apart
               money or make available for a sinking or other analogous fund for
               the redemption, purchase or other acquisition of, any shares of
               the Series (unless all of the shares of the Series are
               concurrently redeemed), Parity Dividend Shares, Parity
               Liquidation Shares or shares of Junior Stock for any
               consideration (except by conversion into or exchange for Junior
               Stock),

     unless, in each such case, all dividends accrued on shares of the Series
     through the most recent Dividend Period and on any Parity Dividend Shares
     have been or contemporaneously are declared and paid in full.

     (d) Any reference to "distribution" contained in this paragraph 3 shall not
     be deemed to include any distribution made in connection with any
     liquidation, dissolution or winding-up of the Corporation, whether
     voluntary or involuntary.

     4. Liquidation. (a) The liquidation value per share of shares of the
     Series, in case of the voluntary or involuntary liquidation, dissolution or
     winding-up of the affairs of the Corporation, shall be an amount equal to
     the Purchase Price, plus an amount equal to the cash value of dividends
     accrued and unpaid thereon, whether or not declared, to the payment date.

     (b) In the event of any voluntary or involuntary liquidation, dissolution
     or winding-up of the Corporation, the holders of shares of the Series (i)
     shall not be entitled to receive the liquidation value of the shares held
     by them until the liquidation value of all Senior Liquidation Shares shall
     have been paid in full, and (ii) shall be entitled to receive the
     liquidation value of such shares held by them in preference to and in
     priority over any distributions upon the Junior Liquidation Shares. Upon
     payment in full of the liquidation value to which the holders of shares of
     the Series are entitled, the holders of shares of the Series will not be
     entitled to any further participation in any distribution of assets by the
     Corporation. If the assets of the Corporation are not sufficient to pay in
     full the liquidation value payable to the holders of shares of the Series
     and the liquidation value payable to the holders of any Parity Liquidation
     Shares, the holders of all such shares shall share ratably in such
     distribution of assets in accordance with the amounts that would be payable
     on the distribution if the amounts to which the holders of shares of the
     Series and the holders of Parity Liquidation Shares are entitled were paid
     in full.

     (c) For purposes of this paragraph 4, (i) any acquisition of the
     Corporation by means of merger or other form of corporate reorganization in
     which outstanding capital stock of the Corporation are exchanged for
     securities or other consideration issued, or caused to be issued, by the
     acquiring entity or its subsidiary (other than a mere reincorporation
     transaction), or (ii) a sale of all or substantially all of the assets of
     the Corporation, shall be treated as a liquidation, dissolution or
     winding-up of the Corporation and shall entitle the holders of the Series

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     to receive at the closing in cash, securities or other property (valued as
     provided in paragraph 4(e) below) amounts as specified in paragraph 4(a)
     and (b) above.

     (d) Written notice of any liquidation, dissolution or winding-up of the
     Corporation, stating the payment date or dates when and the place or places
     where the amounts distributable in such circumstances shall be payable,
     shall be given by first class mail, postage prepaid, not less than 30 days
     prior to any payment date stated therein, to the holders of record of
     shares of the Series at their respective addresses as the same shall appear
     on the books of the transfer agent with respect to the Series.

         (e)      Whenever the distribution provided for in this paragraph 4
                  shall be payable in securities or property other than cash,
                  the value of such distribution shall be the fair market value
                  of such securities or other property as determined in good
                  faith by the Board of Directors.

     5. Optional Redemption. (a) Shares of the Series will be redeemable at the
     option of the Corporation, in whole or in part, from and after the time
     that (x) the first anniversary of the issuance of shares of the Series
     occurs, and (y) the Current Market Price for the Common Stock for a period
     of any 20 out of 30 consecutive trading days equals or exceeds 200% of the
     Conversion Price (as defined below) then in effect, and (z) the Common
     Stock underlying the Shares can be sold by the holder thereof without
     restriction on resale; provided, however, that prior to the last date (the
     "Final Registration Date") on which a registration statement is required to
     remain effective and available for use pursuant to that certain
     Registration Rights Agreement, dated September 24, 2003 (the "Registration
     Rights Agreement"), such registration statement is effective and available
     for use at all times during the period beginning thirty (30) days prior to
     the date of the redemption notice and ending on the earlier of the
     redemption date or the Final Registration Date, and is expected to remain
     effective and available for use until the earlier of thirty (30) days
     following the redemption date or the Final Registration Date. The
     redemption price will be payable in cash and equal to the Purchase Price,
     together with an amount equal to the dividends accrued and unpaid thereon,
     whether or not declared, to the redemption date. The aggregate payment to
     each holder of shares of the Series to be redeemed will be rounded to the
     nearest cent. Notwithstanding the foregoing, if the date fixed for
     redemption occurs after a record date for a dividend and prior to the
     corresponding payment date, such dividend shall be paid on the payment date
     and the amount payable with respect to each share of the Series redeemed
     shall not include the amount of the dividend to be so paid.

     (b) Not less than 60 nor more than 90 days prior to the date fixed for any
     redemption of shares of the Series pursuant to this paragraph 5, a notice
     of redemption shall be mailed by first class mail, postage prepaid, to each
     holder of shares of the Series to be redeemed at such holder's last address
     as it appears on the books of the transfer agent for the Series. Such
     notice shall state (i) that the Corporation has elected to redeem all or a
     portion of the shares of the Series, as specified in such notice, (ii) the
     redemption price, (iii) the redemption date, (iv) that, unless the
     Corporation defaults in the payment of the redemption price, all shares of
     the Series called for redemption shall cease to accrue dividends after the

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     redemption date and shall cease to be outstanding after such date, and (v)
     any other information required by applicable law to be included therein and
     any other procedures that a holder of shares of the Series must follow to
     receive payment for its redeemed shares. Neither failure to mail such
     notice, nor any defect therein or in the mailing thereof, to any particular
     holder shall affect the sufficiency of the notice or the validity of the
     proceedings for redemption with respect to any other holder. Any notice
     mailed in the manner herein provided shall be conclusively presumed to have
     been duly given whether or not the holder receives the notice. On or after
     the redemption date, each holder of shares of the Series to be redeemed
     shall present and surrender such holder's certificate or certificates for
     such shares to the Corporation at the place designated in the redemption
     notice and thereupon the redemption price of the shares shall be promptly
     paid to or on the order of the person whose name appears on such
     certificate or certificates as the owner thereof, and each surrendered
     certificate shall be canceled. In case less than all the shares represented
     by any such certificate are redeemed, a new certificate shall be issued to
     the holder representing the unredeemed shares of the Series.

     (c) If a notice of redemption has been given pursuant to this paragraph 5
     and if, on or before the date fixed for redemption, the funds necessary for
     such redemption shall have been set aside by the Corporation, separate and
     apart from its other funds, in trust for the pro rata benefit of the
     holders of the shares of the Series so called for redemption, then,
     notwithstanding that any certificates for such shares have not been
     surrendered for cancellation, on the redemption date dividends shall cease
     to accrue on the shares of the Series to be redeemed, and at the close of
     business on the redemption date the holders of such shares shall cease to
     be stockholders with respect to those shares, shall have no interest in or
     claims against the Corporation by virtue thereof and shall have no voting
     or other rights with respect thereto, except the right to receive the
     moneys payable upon such redemption, without interest thereon, upon
     surrender (and endorsement, if required by the Corporation) of their
     certificates, and the shares evidenced thereby shall no longer be
     outstanding. Subject to applicable escheat laws, any moneys so set aside by
     the Corporation and unclaimed at the end of two years from the redemption
     date shall revert to the Corporation, after which reversion the holders of
     such shares so called for redemption shall look only to the Corporation for
     the payment of the redemption price. Any interest accrued on funds so
     deposited shall be paid to the Corporation from time to time.

     (d) If a notice of redemption has been given pursuant to this paragraph 5,
     and any holder of shares of the Series shall, prior to the close of
     business on the date fixed for redemption, give written notice to the
     Corporation pursuant to paragraph 7 below of the conversion of any or all
     of the shares to be redeemed held by the holder, then such redemption shall
     not become effective as to such shares to be converted and such conversion
     shall become effective as provided in paragraph 7 below, whereupon any
     funds deposited by the Corporation, or on its behalf, with a payment agent
     or segregated and held in trust by the Corporation for the redemption of
     such shares shall (subject to any right of the holder of such shares to
     receive the dividend payable thereon as provided in paragraph 7 below)
     immediately upon such conversion be returned to the Corporation or, if then
     held in trust by the Corporation, shall be discharged from the trust.

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     (e) In every case of redemption of less than all of the outstanding shares
     of the Series pursuant to this paragraph 5, the shares to be redeemed shall
     be selected pro rata or by lot or in such other manner as the Board of
     Directors may determine, as may be prescribed by resolution of the Board of
     Directors of the Corporation, provided that only whole shares shall be
     selected for redemption. Notwithstanding the foregoing, the Corporation
     shall not redeem any of the shares of the Series at any time outstanding
     until all dividends accrued and in arrears upon all shares of the Series
     then outstanding shall have been paid for all past dividend periods.

     6. Mandatory Redemption. (a) The Corporation shall redeem, from any source
     of funds legally available therefor, all outstanding shares of the Series
     on the fifth anniversary of the date on which shares of the Series were
     first issued by the Corporation (the "Series Redemption Date"). The
     Corporation shall effect such redemption on the Series Redemption Date by
     paying in cash in exchange for the shares of the Series to be redeemed a
     sum equal to the Purchase Price of the Series (as adjusted for any stock
     dividends, combinations or splits with respect to such shares) plus all
     declared or accumulated but unpaid dividends on such shares.

     (b) In addition, upon the written request of any Holder from and after the
     time that the Current Market Price for the Common Stock for a period of any
     10 consecutive trading days is equal to or less than $0.70, the Corporation
     shall redeem, from any source of funds legally available therefor, all or
     any of the outstanding shares of the Series held by each such Holder. The
     Corporation shall effect such redemption by paying in cash in exchange for
     the shares of the Series to be redeemed a sum equal to $1.67 per share of
     the Series (as adjusted for any stock dividends, combinations or splits
     with respect to such shares) plus all declared or accumulated but unpaid
     dividends on such shares.

     7. Conversion. (a) Holders of shares of the Series will have the right,
     exercisable at any time after (x) the issuance by the Corporation of shares
     of the Series, and (y) prior to redemption of such shares (as described in
     paragraph 5), to convert, in whole or in part, shares of the Series into
     shares of Common Stock (calculated as to each conversion to the nearest
     1/100th of a share) at the conversion price in an amount equal to the
     Purchase Price of Common Stock, subject to adjustment as described below
     (the "Conversion Price"). The number of shares of Common Stock into which
     each share of the Series shall be convertible shall be determined by
     dividing the Purchase Price, subject to proportional adjustment to reflect
     any split or consolidation of the Common Stock or any dividend payable on
     the Common Stock in additional shares of Common Stock (the "Conversion
     Amount"), by the Conversion Price then in effect. In the case of shares of
     the Series called for redemption, conversion rights will expire at the
     close of business on the business day next preceding the redemption date.
     Upon conversion of shares of the Series, the Corporation will pay to the
     holder of the converted shares an amount equal to the dividends accrued but
     unpaid thereon through the date the notice of conversion is delivered to
     the Corporation. Such payment shall be made in cash. Notwithstanding the
     foregoing, holders of record of shares of the Series on a record date fixed
     for the payment of a dividend on such shares shall be entitled to receive
     the dividend notwithstanding the conversion of the shares prior to the
     dividend payment date. A share of the Series may not be converted in part.

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     (b) In order to exercise the conversion right, the holder of each share of
     the Series to be converted shall surrender the certificate representing
     such share, duly endorsed or assigned to the Corporation or in blank, at
     the office of the Corporation in Hong Kong (or such other address as the
     Corporation may designate) and shall give written notice to the Corporation
     in the form set forth on the reverse of the stock certificates for the
     shares of the Series that such holder elects to convert the shares
     represented by such certificate or a portion thereof. Such notice shall
     also state the name or names (with address) in which the certificate or
     certificates for the shares of Common Stock which shall be issuable upon
     such conversion shall be issued, and shall be accompanied by funds in an
     amount sufficient to pay any transfer or similar tax required by the
     provisions of paragraph 7(e) below. Each share surrendered for conversion
     shall, unless the shares issuable on conversion are to be issued in the
     same name as the name in which such share of the Series is registered, be
     duly endorsed by, or be accompanied by instruments of transfer (in each
     case, in form reasonably satisfactory to the Corporation), duly executed by
     the holder or such holder's duly authorized attorney-in-fact, with such
     signature guaranteed by a member of the STAMP medallion program.

     (c) As promptly as practicable after the surrender of certificates for
     shares of the Series for conversion and the receipt of such notice and
     funds, if any, as aforesaid, the Corporation shall issue and shall deliver
     to such holder, or on such holder's written order, a certificate or
     certificates for the number of shares of Common Stock issuable upon the
     conversion of such shares of the Series in accordance with the provisions
     of this paragraph 7, and a check or cash in respect of any fractional
     interest in respect of a share of Common Stock arising upon such
     conversion, as provided in paragraph 7(d) below. Each conversion with
     respect to any shares of the Series shall be deemed to have been effected
     immediately prior to the close of business on the date on which the
     certificates for shares of the Series shall have been surrendered
     (accompanied by the funds, if any, required by paragraph 7(e) below) and
     such notice and assignment, if any, shall have been received by the
     Corporation as aforesaid, and the person or persons entitled to receive the
     Common Stock issuable upon such conversion shall be deemed for all purposes
     to be the record holder or holders of such Common Stock upon that date.

     (d) No fractional shares of Common Stock or scrip representing fractional
     shares shall be issued upon conversion of shares of the Series. If more
     than one share of the Series shall be surrendered for conversion at one
     time by the same holder, the number of full shares of Common Stock issuable
     upon conversion thereof shall be computed on the basis of the aggregate
     number of shares of the Series so surrendered. Instead of any fractional
     share of Common Stock otherwise issuable upon conversion of any shares of
     the Series, the Corporation shall pay a cash adjustment in respect to such
     fraction in an amount equal to the same fraction of the Current Market
     Price of the Common Stock at the close of business on the day of
     conversion.

     (e) If a holder converts shares of the Series, the Corporation shall pay
     any and all documentary, stamp or similar issue or transfer tax payable in
     respect of the issue or delivery of the shares of the Series (or any other
     securities issued on account thereof pursuant hereto) or Common Stock upon
     the conversion; provided, however, the Corporation shall not be required to

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     pay any such tax that may be payable because any such shares are issued in
     a name other than the name of the holder.

     (f) The Corporation shall reserve out of its authorized but unissued Common
     Stock or its Common Stock held in treasury sufficient shares of Common
     Stock to permit the conversion of all of the outstanding shares of the
     Series. The Corporation shall from time to time, in accordance with the
     General Corporation Law of the State of Delaware, increase the authorized
     amount of its Common Stock if at any time the authorized amount of its
     Common Stock remaining unissued shall not be sufficient to permit the
     conversion of all shares of the Series at the time outstanding. If any
     shares of Common Stock required to be reserved for issuance upon conversion
     of shares of the Series hereunder require registration with or approval of
     any governmental authority under any federal or state law before the shares
     may be issued upon conversion, the Corporation shall in good faith and as
     expeditiously as possible endeavor to cause the shares to be so registered
     or approved. All shares of Common Stock delivered upon conversion of the
     shares of the Series will, upon delivery, be duly authorized and validly
     issued, fully paid and nonassessable, free from all taxes, liens and
     charges with respect to the issue thereof.

     (g) The Conversion Price shall be subject to adjustment from time to time
     as follows:

          (i)  In the event that the Corporation shall (A) pay a dividend or
               make a distribution, in shares of Common Stock, on any class of
               Capital Stock of the Corporation or any subsidiary which is not
               directly or indirectly wholly owned by the Corporation, (B) split
               or subdivide its outstanding Common Stock into a greater number
               of shares, or (C) combine its outstanding Common Stock into a
               smaller number of shares, then in each such case the Conversion
               Price in effect immediately prior thereto shall be adjusted so
               that the holder of each share of the Series thereafter
               surrendered for conversion shall be entitled to receive the
               number of shares of Common Stock that such holder would have
               owned or have been entitled to receive after the occurrence of
               any of the events described above had such share of the Series
               been converted immediately prior to the occurrence of such event.
               An adjustment made pursuant to this paragraph 7(g)(i) shall
               become effective immediately after the close of business on the
               record date in the case of a dividend or distribution (except as
               provided in paragraph 7(k) below) and shall become effective
               immediately after the close of business on the effective date in
               the case of such subdivision, split or combination, as the case
               may be. Any shares of Common Stock issuable in payment of a
               dividend shall be deemed to have been issued immediately prior to
               the close of business on the record date for such dividend for
               purposes of calculating the number of outstanding shares of
               Common Stock under clauses (ii) and (iii) below.

          (ii) In the event that the Corporation shall commit to issue or
               distribute Common Stock or issue rights, warrants, options or
               convertible or exchangeable securities entitling the holder
               thereof to subscribe for or purchase, convert into or exchange
               for Common Stock, in any such case at a price per share less than

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               the Current Market Price per share on the earliest of (i) the
               date the Corporation shall enter into a firm contract for such
               issuance or distribution, (ii) the record date for the
               determination of stockholders entitled to receive any such
               rights, warrants, options or convertible or exchangeable
               securities, if applicable, or (iii) the date of actual issuance
               or distribution of any such Common Stock or rights, warrants,
               options or convertible or exchangeable securities (provided that
               the issuance of Common Stock upon the exercise of rights,
               warrants, options or convertible or exchangeable securities will
               not cause an adjustment in the Conversion Price if no such
               adjustment would have been required at the time such right,
               warrant, option or convertible or exchangeable security was
               issued), then the Conversion Price in effect immediately prior to
               such earliest date shall be adjusted so that the Conversion Price
               shall equal the price determined by multiplying the Conversion
               Price in effect immediately prior to such earliest date by the
               fraction:

               (x)  whose numerator shall be the number of shares of Common
                    Stock outstanding on such date plus the number of shares
                    which the aggregate offering price of the total number of
                    shares so offered would purchase at such Current Market
                    Price (such amount, with respect to any such rights,
                    warrants, options or convertible or exchangeable securities,
                    determined by multiplying the total number of shares subject
                    thereto by the exercise price of such rights, warrants,
                    options or convertible or exchangeable securities and
                    dividing the product so obtained by the Current Market
                    Price), and

               (y)  whose denominator shall be the number of shares of Common
                    Stock outstanding on such date plus the number of additional
                    shares of Common Stock to be issued or distributed or
                    receivable upon exercise of any such right, warrant, option
                    or convertible or exchangeable security.

               Such adjustment shall be made successively whenever any such
               Common Stock, rights, warrants, options or convertible or
               exchangeable securities are issued or distributed. In determining
               whether any rights, warrants or options entitle the holders to
               subscribe for or purchase shares of Common Stock at less than
               such Current Market Price, and in determining the aggregate
               offering price of shares of Common Stock so issued or
               distributed, there shall be taken into account any consideration
               received by the Corporation for such Common Stock, rights,
               warrants, options, or convertible or exchangeable securities, the
               value of such consideration, if other than cash, to be determined
               by the Board of Directors, whose determination shall be
               conclusive and described in a certificate filed with the records
               of corporate proceedings of the Corporation. If any right,
               warrant, option or convertible or exchangeable security to
               purchase or acquire Common Stock, the issuance of which resulted

                                       10

<PAGE>


               in an adjustment in the Conversion Price pursuant to this
               subsection (g) shall expire and shall not have been exercised,
               the Conversion Price shall immediately upon such expiration be
               recomputed to the Conversion Price which would have been in
               effect had the adjustment of the Conversion Price made upon the
               issuance of such right, warrant, option or convertible or
               exchangeable security been made on the basis of offering for
               subscription, purchase or issuance, as the case may be, only of
               that number of shares of Common Stock actually purchased or
               issued upon the actual exercise of such right, warrant, option or
               convertible or exchangeable securities.

         (iii) No adjustment in the Conversion Price shall be required unless
               the adjustment would require an increase or decrease of at least
               1% in the Conversion Price then in effect; provided, however,
               that any adjustments that by reason of this paragraph 7(g)(iii)
               are not required to be made shall be carried forward and taken
               into account in any subsequent adjustment. All calculations under
               this paragraph 7(g) shall be made to the nearest cent or nearest
               1/100th of a share.

          (iv) Notwithstanding anything to the contrary set forth in this
               paragraph 7(g), no adjustment shall be made to the Conversion
               Price upon (A) the issuance of shares of Common Stock pursuant to
               any compensation or incentive plan for officers, directors,
               employees or consultants of the Corporation which plan has been
               approved by the Compensation Committee of the Board of Directors
               (or if there is no such committee then serving, by the majority
               vote of the Directors then serving who are not employees or
               officers of the Corporation, a 5% or greater stockholder of the
               Corporation or an officer, employee or Affiliate or Associate (as
               defined in paragraph 11 below) of any such 5% or greater
               stockholder) (unless the exercise price thereof is changed after
               the date hereof other than solely by operation of the
               anti-dilution provisions thereof or by the Compensation Committee
               of the Board of Directors or, if applicable, the Board of
               Directors and, if required by law, the stockholders of the
               Corporation as provided in this clause (A)), or (B) the issuance
               of Common Stock upon the conversion or exercise of the options,
               warrants or rights of the Corporation outstanding on September
               24, 2003, unless the conversion or exercise price thereof is
               changed after September 24, 2003 (other than solely by operation
               of the anti-dilution provisions thereof).

          (v)  The Corporation from time to time may reduce the Conversion Price
               by any amount for any period of time in the discretion of the
               Board of Directors. A voluntary reduction of the Conversion Price
               does not change or adjust the Conversion Price otherwise in
               effect for purposes of this paragraph 7(g).

          (vi) In the event that, at any time as a result of an adjustment made
               pursuant to paragraph 7(g)(i) through 7(g)(iii) above, the holder
               of any share of the Series thereafter surrendered for conversion
               shall become entitled to receive any shares of the Corporation
               other than shares of the Common Stock, thereafter the number of
               such other shares so receivable upon conversion of any share of
               the Series shall be subject to adjustment from time to time in a

                                       11

<PAGE>


               manner and on terms as nearly equivalent as practicable to the
               provisions with respect to the Common Stock contained in
               paragraphs 7(g)(i) through 7(g)(v) above, and the other
               provisions of this paragraph 7(g)(vi) with respect to the Common
               Stock shall apply on like terms to any such other shares.

          (h) In case of any reclassification of the Common Stock (other than in
          a transaction to which paragraph 7(g)(i) applies), any consolidation
          of the Corporation with, or merger of the Corporation into, any other
          entity, any merger of another entity into the Corporation (other than
          a merger that does not result in any reclassification, conversion,
          exchange or cancellation of outstanding shares of Common Stock of the
          Corporation), any sale or transfer of all or substantially all of the
          assets of the Corporation or any compulsory share exchange, pursuant
          to which share exchange the Common Stock is converted into other
          securities, cash or other property, then lawful provision shall be
          made as part of the terms of such transaction whereby the holder of
          each share of the Series then outstanding shall have the right
          thereafter, during the period such share shall be convertible, to
          convert such share only into the kind and amount of securities, cash
          and other property receivable upon the reclassification,
          consolidation, merger, sale, transfer or share exchange by a holder of
          the number of shares of Common Stock of the Corporation into which a
          share of the Series might have been converted immediately prior to the
          reclassification, consolidation, merger, sale, transfer or share
          exchange assuming that such holder of Common Stock failed to exercise
          rights of election, if any, as to the kind or amount of securities,
          cash or other property receivable upon consummation of such
          transaction, subject to adjustment as provided in paragraph 7(g) above
          following the date of consummation of such transaction. As a condition
          to any such transaction, the Corporation or the person formed by the
          consolidation or resulting from the merger or which acquires such
          assets or which acquires the Corporation's shares, as the case may be,
          shall make provisions in its certificate or articles of incorporation
          or other constituent document to establish such right. The certificate
          or articles of incorporation or other constituent document shall
          provide for adjustments which, for events subsequent to the effective
          date of the certificate or articles of incorporation or other
          constituent document, shall be as nearly equivalent as may be
          practicable to the adjustments provided for in this paragraph 7. The
          provisions of this paragraph 7(h) shall similarly apply to successive
          reclassifications, consolidations, mergers, sales, transfers or share
          exchanges.

          (i) If:

               (i)  the Corporation shall take any action which would require an
                    adjustment in the Conversion Price pursuant to Section 7(g);
                    or

               (ii) the Corporation shall authorize the granting to the holders
                    of its Common Stock generally of rights, warrants or options
                    to subscribe for or purchase any shares of any class or any
                    other rights, warrants or options; or

              (iii) there shall be any reclassification or change of the Common
                    Stock (other than a subdivision or combination of its
                    outstanding Common Stock or a change in par value) or any
                    consolidation, merger or statutory share exchange to which

                                       12

<PAGE>


                    the Corporation is a party and for which approval of any
                    stockholders of the Corporation is required, or the sale or
                    transfer of all or substantially all of the assets of the
                    Corporation; or

               (iv) there shall be a voluntary or involuntary dissolution,
                    liquidation or winding-up of the Corporation;

     then, the Corporation shall cause to be filed with the transfer agent for
     the Series and shall cause to be mailed to the holders of shares of the
     Series at their addresses as shown on the books of the transfer agent for
     the Series, as promptly as possible, but at least 30 days prior to the
     applicable date hereinafter specified, a notice stating (A) the date on
     which a record is to be taken for the purpose of such dividend,
     distribution or granting of rights, warrants or options or, if a record is
     not to be taken, the date as of which the holders of Common Stock of record
     to be entitled to such dividend, distribution or rights, warrants or
     options are to be determined, or (B) the date on which such
     reclassification, change, consolidation, merger, statutory share exchange,
     sale, transfer, dissolution, liquidation or winding-up is expected to
     become effective or occur, and the date as of which it is expected that
     holders of Common Stock of record shall be entitled to exchange their
     shares of Common Stock for securities or other property deliverable upon
     such reclassification, change, consolidation, merger, statutory share
     exchange, sale, transfer, dissolution, liquidation or winding-up. Failure
     to give such notice or any defect therein shall not affect the legality or
     validity of the proceedings described in this paragraph 7(i).

     (j) Whenever the Conversion Price is adjusted as herein provided, the
     Corporation shall promptly file with the transfer agent for the Series a
     certificate of an officer of the Corporation setting forth the Conversion
     Price after the adjustment and setting forth a brief statement of the facts
     requiring such adjustment and a computation thereof. The Corporation shall
     promptly cause a notice of the adjusted Conversion Price to be mailed to
     each registered holder of shares of the Series.

     (k) In any case in which paragraph 7(g) provides that an adjustment shall
     become effective immediately after a record date for an event and the date
     fixed for such adjustment pursuant to paragraph 7(g) occurs after such
     record date but before the occurrence of such event, the Corporation may
     defer until the actual occurrence of such event (i) issuing to the holder
     of any shares of the Series converted after such record date and before the
     occurrence of such event the additional shares of Common Stock issuable
     upon such conversion by reason of the adjustment required by such event
     over and above the Common Stock issuable upon such conversion before giving
     effect to such adjustment, and (ii) paying to such holder any amount in
     cash in lieu of any fraction pursuant to paragraph 7(d).

     (l) In case the Corporation shall take any action affecting the Common
     Stock, other than actions described in this paragraph 7, which in the
     opinion of the Board of Directors would materially adversely affect the
     conversion right of the holders of the shares of the Series, the Conversion
     Price may be adjusted, to the extent permitted by law, in such manner, if
     any, and at such time, as the Board of Directors may determine to be

                                       13

<PAGE>


     equitable in the circumstances; provided, however, that in no event shall
     the Board of Directors be required to take any such action.

     (m) The Corporation shall list the shares of Common Stock required to be
     delivered upon conversion of shares of the Series, prior to delivery, upon
     each national securities exchange or any similar system of automated
     dissemination of securities prices, if any, upon which the Common Stock is
     listed at the time of delivery.

     (n) The Corporation shall not effect any conversion of the Series, and no
     person who is a holder of shares of the Series shall have the right to
     convert its shares into Common Stock, to the extent that after giving
     effect to such conversion, such person (together with such person's
     Affiliates) would beneficially own in excess of 9.99% of the shares of the
     Common Stock outstanding immediately after giving effect to such
     conversion. For purposes of the foregoing sentence, the aggregate number of
     shares of Common Stock beneficially owned by such person and its Affiliates
     shall include, without limitation, the number of shares of Common Stock
     issuable upon conversion of the shares of the Series with respect to which
     the determination of such sentence is being made, but shall exclude shares
     of Common Stock which would be issuable upon (i) conversion of the
     remaining, unconverted shares of the Series beneficially owned by such
     person and its Affiliates, and (ii) exercise or conversion of the
     unexercised or unconverted portion of any other securities of the
     Corporation beneficially owned by such person and its Affiliates
     (including, without limitation, any debentures, convertible notes or
     convertible preferred stock or warrants) subject to a limitation on
     conversion or exercise analogous to the limitation contained herein. Except
     as set forth in the preceding sentence, for purposes of this paragraph,
     beneficial ownership shall be calculated in accordance with Section 13(d)
     of the Securities Exchange Act of 1934, as amended. For purposes of this
     paragraph 7(n), in determining the number of outstanding shares of Common
     Stock, a holder may rely on the number of outstanding shares of Common
     Stock as reflected in (A) the Corporation's most recent Form 10-Q, Form
     10-K or other public filing with the Securities and Exchange Commission, as
     the case may be, (B) a more recent public announcement by the Corporation,
     or (C) any other notice by the Corporation or its transfer agent setting
     forth the number of shares of Common Stock outstanding. For any reason at
     any time, upon the written or oral request of any holder of the Series, the
     Corporation shall within two business days confirm orally and in writing to
     such holder the number of shares of Common Stock then outstanding. In any
     case, the number of outstanding shares of Common Stock shall be determined
     after giving effect to the conversion or exercise of securities of the
     Corporation by such holder and its Affiliates since the date as of which
     such number of outstanding shares of Common Stock was reported. In
     effecting the conversion of shares of the Series, the Corporation shall be
     entitled to rely on a representation by the holder of such shares of the
     Series as to the number of shares that it beneficially owns for purposes of
     the above 9.99% limitation calculation.

     8. Status of Shares. All shares of the Series that are at any time redeemed
     or converted pursuant to paragraph 5, 6 or 7 above, and all shares of the
     Series that are otherwise reacquired by the Corporation and subsequently
     canceled by the Board of Directors, shall have the status of authorized but

                                       14

<PAGE>


     unissued shares of preferred stock, without designation as to series,
     subject to reissuance by the Board of Directors as shares of any one or
     more other series.

     9. Voting Rights. Each holder of shares of the Series shall be entitled to
     the number of votes equal to the number of shares of Common Stock into
     which such shares of the Series could be converted and shall have voting
     rights and powers equal to the voting rights and powers of the Common Stock
     (except as otherwise expressly provided herein or as required by law),
     voting together with the Common Stock as a single class and shall be
     entitled to notice of any stockholders' meeting in accordance with the
     Bylaws of the Corporation. Fractional votes shall not, however, be
     permitted and any fractional voting rights resulting from the above formula
     (after aggregating all shares into which shares of the Series held by each
     holder could be converted) shall be rounded to the nearest whole number
     (with one-half being rounded upward).

     10. Restrictions and Limitations. So long as any shares of the Series
     remain outstanding, the Corporation, shall not, without the vote or written
     consent by the holders of at least 51% of the then outstanding shares of
     the Series, voting together as a single class:

     (i)  Redeem, purchase or otherwise acquire for value (or pay into or set
          aside for a sinking fund for such purpose) any share or shares of
          preferred stock otherwise than by redemption in accordance with
          paragraph 5 or 6 hereof or by conversion in accordance with paragraph
          7 hereof;

     (ii) Redeem, purchase or otherwise acquire (or pay into or set aside for a
          sinking fund for such purpose), any of the Common Stock; provided,
          however, that this restriction shall not apply to the repurchase of
          shares of Common Stock form employees, officers, directors,
          consultants or other persons performing services for the Corporation
          or any subsidiary pursuant to agreements under which the Corporation
          has the option to repurchase such shares at cost or at cost plus
          interest at a rate not to exceed nine percent (9%) per annum upon the
          occurrence of certain events, such as the termination of employment;
          and provided further, that the total amount applied to the repurchase
          of shares of Common Stock shall not exceed $100,000 during any twelve
          month period; or

    (iii) Authorize or issue, or obligate itself to issue, any debt security,
          or otherwise incur indebtedness for borrowed money (other than (A) to
          a strategic investor in connection with a strategic commercial
          agreement or transaction as determined by the Independent Directors,
          (B) pursuant to a commercial borrowing, secured lending or lease
          financing transaction approved by the Independent Directors, or (c)
          pursuant to the acquisition of another corporation or entity by the
          Corporation by consolidation, merger, purchase of all or substantially
          all of the assets, or other reorganization).

     11. Certain Definitions. As used in this Certificate, the following terms
     shall have the following respective meanings:

                                       15

<PAGE>


     "Affiliate" of any specified person means any other person directly or
     indirectly controlling or controlled by or under common control with such
     specified person. For purposes of this definition, "control" when used with
     respect to any person means the power to direct the management and policies
     of such person, directly or indirectly, whether through the ownership of
     voting securities or otherwise; and the term "controlling" and "controlled"
     having meanings correlative to the foregoing.

     "Associate" of a person means (A) any corporation or organization, other
     than the Corporation or any subsidiary of the Corporation, of which the
     person is an officer or partner or is, directly or indirectly, the
     beneficial owner of 10% or more of any class of its equity securities; (B)
     any trust or estate in which the person has a substantial beneficial
     interest or as to which the person serves as trustee or in a similar
     fiduciary capacity; and (C) any relative or spouse of the person, or any
     relative of the spouse, who has the same home as the person or who is a
     director or officer of the person or any of its parents or subsidiaries.

     "Capital Stock" of any person or entity means any and all shares,
     interests, rights to purchase, warrants, options, participations or other
     equivalents of or interests in the common stock or preferred stock of such
     person or entity, including, without limitation, partnership and membership
     interests.

     "Current Market Price" means, when used with respect to any security as of
     any date, the volume weighted average price of such security on the ten
     (10) consecutive trading days immediately preceding such date as reported
     for consolidated transactions with respect to securities listed on the
     principal national securities exchange on which such security is listed or
     admitted to trading or, if such security is not listed or admitted to
     trading on any national securities exchange, the volume weighted average
     price of such security on the ten (10) consecutive trading days immediately
     preceding such date in the over-the-counter market, as reported by the
     National Association of Securities Dealers, Inc. Automated Quotations
     System or such other system then in use or, if such security is not quoted
     by any such organization, the volume weighted average price of such
     security as of the ten (10) consecutive trading days immediately preceding
     such date furnished by a New York Stock Exchange member firm selected by
     the Corporation, or if such security is not quoted by any such organization
     and no such New York Stock Exchange member firm is able to provide such
     prices, such price as is determined by the Independent Directors in good
     faith.

     "Independent Directors" means directors that (i) are not 5% or greater
     stockholders of the Corporation or the designee of any such stockholder;
     (ii) are not officers or employees of the Corporation, any of its
     subsidiaries or of a stockholder referred to above in clause (i); (iii) are
     not Related Persons; and (iv) do not have relationships that, in the
     opinion of the Board of Directors, would interfere with their exercise of
     independent judgment in carrying out the responsibilities of the directors.

     "Related Person" means an individual related to an officer, director or
     employee of the Corporation or any of its Affiliates which relation is by
     blood, marriage or adoption and not more remote than first cousin.

                                       16

<PAGE>


     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
     executed on its behalf by its undersigned Chief Executive Officer and
     attested to by its Secretary this 24th day of September, 2003.

                                      /s/ Raymond Kwan
                                          -------------------------------------
                                          Raymond Ying-Wai Kwan
                                          Chief Executive Officer


ATTEST:



----------------------------------
[NAME]
Secretary




                                       17