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                                                                     Exhibit 4.1

                      CERTIFICATE OF DESIGNATION OF POWERS,
                          PREFERENCES AND RIGHTS OF THE
                            SERIES A PREFERRED STOCK

                                       OF

                            TTTTICKETS HOLDING CORP.

                                    ---------

                  ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF
                               SECTION 151 OF THE
                        DELAWARE GENERAL CORPORATION LAW

            TTTTICKETS HOLDING CORP., a Delaware corporation (the
"CORPORATION"), pursuant to Section 151 of the General Corporation Law of the
State of Delaware, certifies that:

            FIRST: The Board of Directors of the Corporation has duly adopted
the resolutions attached hereto as APPENDIX A providing for the issuance of one
series of its Preferred Stock to be designated "Series A Preferred Stock" and to
consist of One Million (1,000,000) shares.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by Eliron Yaron, its President, this _____ day of _______, 2001.


                                          ----------------------------------
                                          Eliron Yaron, President


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                                   APPENDIX A

            WHEREAS, the Certificate of Incorporation (the "Certificate") of
this Corporation, as amended, authorizes the issuance of Ten Million
(10,000,000) shares of Preferred Stock, $0.001 par value per share, and
expressly vests in the Board of Directors of the Corporation the authority
provided therein to issue all of said shares in one or more series and by
resolution or resolutions to establish the designation and number and to fix the
relative rights and preferences of each series to be issued; and

            WHEREAS, it is now the desire of the Board of Directors, pursuant to
its authority as aforesaid, to fix the powers, preferences and rights of a
series of convertible preferred stock designated the "Series A Preferred Stock".

            NOW, THEREFORE, BE IT RESOLVED that the Board of Directors does
hereby provide for the issuance of one series of convertible preferred shares of
the Corporation, consisting of One Million (1,000,000) shares designated as
"Series A Preferred Stock," and does hereby fix and determine the powers,
preferences and rights relating to said Series A Preferred Stock as hereinafter
set forth.

            The relative powers, preferences and rights granted to the Series A
Preferred Stock or the holders thereof are as follows:

      1.    DESIGNATION; RANK. This series of Preferred Stock shall be
designated and known as "Series A Preferred Stock". The number of shares
constituting the Series A Preferred Stock shall be One Million (1,000,000)
shares. Except as otherwise provided herein, the Series A Preferred Stock shall,
with respect to dividend rights and rights on liquidation, winding up and
dissolution, rank senior to (a) the Common Stock, and (b) all classes and series
of stock of the Corporation now or hereafter authorized, issued or outstanding
which by their terms do not expressly provide that they are senior to, or on
parity with, the Series A Preferred Stock (collectively, "JUNIOR SECURITIES").

      2.    DIVIDENDS.

            (a) The holders of shares of the Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
assets of the Corporation legally available therefor, cumulative dividends on a
pro rata basis with all other holders of the Series A Preferred Stock and all
holders of Common Stock (as adjusted for any stock dividends, combinations or
splits with respect to such stock).

            (b) Each fractional share of Series A Preferred Stock outstanding
shall be entitled to a ratably proportionate amount of any dividends or other
distributions made with respect to each outstanding share of Series A Preferred
Stock, and all such distributions shall be

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payable in the same manner and at the same time as distributions on each
outstanding share of Series A Preferred Stock.

      3.    LIQUIDATION PREFERENCE.

            (a) In the event of any dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, the holders of Series A
Preferred Stock shall be entitled to receive out of the assets of the
Corporation, for each share of Series A Preferred Stock then outstanding, before
any payment or distribution shall be made in respect of any Junior Securities,
cash in an amount equal to (i) $0.001 (as adjusted for any stock dividend,
split, combination, recapitalization or similar transaction with respect to the
capital stock of the Corporation), plus an amount equal to all accrued or
declared but unpaid dividends thereon to the date of such payment, and (ii) the
PRO RATA share of any proceeds, treating the Series A Preferred Stock as if
converted into shares of Common Stock.

            (b) If the assets of the Corporation available for distribution to
the holders of Series A Preferred Stock upon any dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay the full preferential amount to which holders of the Series
A Preferred Stock are entitled pursuant to Section 3(a) of this certificate of
designation, (this "DESIGNATION"), no distribution shall be made in respect of
any shares of any other class or series of stock ranking on parity with the
Series A Preferred Stock upon liquidation, unless the distribution is made PRO
RATA, so that the ratio of the amount distributed per share on the Series A
Preferred Stock to the amount distributed per share on each such other class or
series of stock shall be the same as the ratio of the amount of the liquidation
preference per share of the Series A Preferred Stock to the amount of the
liquidation preference per share of each such other class or series of stock.

            (c) If upon any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, payment shall have been made to
the holders of Series A Preferred Stock of the full preferential amount to which
they shall be entitled pursuant to Section 3(a) of this Designation, the entire
remaining assets, if any, of the Corporation available for distribution to
stockholders shall be distributed to the holders of Common Stock PRO RATA,
treating the Series A Preferred Stock as if converted into shares of Common
Stock

            (d) The Corporation shall give each holder of Series A Preferred
Stock written notice of any dissolution, liquidation or winding up not later
than 15 days prior to any meeting of stockholders to approve such dissolution,
liquidation or winding up or, if no meeting is to be held, not later than 30
days prior to the date of such dissolution, liquidation or winding up.

      4.    OPTIONAL CONVERSION OF SERIES A PREFERRED STOCK. The holders of
Series A Preferred Stock shall have conversion rights as follows:

            (a) CONVERSION RIGHT. Each share of Series A Preferred Stock shall
be convertible, at the option of the holder thereof and without the payment of
additional consideration by the holder thereof, at any time, into one share of
Common Stock (the "CONVERSION RATE") on the Optional Conversion Date (as
hereinafter defined).


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            (b) MECHANICS OF OPTIONAL CONVERSION. To effect the optional
conversion of shares of Series A Preferred Stock in accordance with Section 4(a)
of this Designation, the holder of record thereof shall make a written demand
for such conversion (for purposes of this Designation, a "CONVERSION DEMAND")
upon the Corporation at its principal executive offices setting forth therein
(i) the number of shares so to be converted, (ii) the certificate or
certificates representing such shares, and (iii) the proposed date of such
conversion, which shall be a business day not less than 15 nor more than 30 days
after the date of such Conversion Demand (for purposes of this Designation, the
"OPTIONAL CONVERSION Date"). Within five days of receipt of the Conversion
Demand, the Corporation shall give written notice (for purposes of this
Designation, a "CONVERSION NOTICE") to such holder setting forth therein (i) the
address of the place or places at which the certificate or certificates
representing the shares so to be converted are to be surrendered; and (ii)
whether the certificate or certificates to be surrendered are required to be
endorsed for transfer or accompanied by a duly executed stock power or other
appropriate instrument of assignment and, if so, the form of such endorsement or
power or other instrument of assignment. The Conversion Notice shall be sent by
first class mail, postage prepaid, to such holder at such holder's address as
may be set forth in the Conversion Demand or, if not set forth therein, as it
appears on the records of the stock transfer agent for the Series A Preferred
Stock, if any, or, if none, of the Corporation. On or before the Optional
Conversion Date, the holder of the Series A Preferred Stock so to be converted
shall surrender the certificate or certificates representing such shares, duly
endorsed for transfer or accompanied by a duly executed stock power or other
instrument of assignment, if the Conversion Notice so provides, to the
Corporation at any place set forth in such notice or, if no such place is so set
forth, at the principal executive offices of the Corporation. As soon as
practicable after the Optional Conversion Date and the surrender of the
certificate or certificates representing such shares, the Corporation shall
issue and deliver to such holder, or its nominee, at such holder's address as it
appears on the records of the stock transfer agent for the Series A Preferred
Stock, if any, or, if none, of the Corporation a certificate or certificates for
the number of whole shares of Common Stock issuable upon such conversion in
accordance with the provisions hereof.

            (c) NO FRACTIONAL SHARES. No fractional shares of Common Stock or
scrip shall be issued upon conversion of shares of Series A Preferred Stock. In
lieu of any fractional share to which the holder would be entitled but for the
provisions of this Section 4(c), based on the full number of shares of Series A
Preferred Stock held by such holder, the Corporation shall issue a number of
shares to such holder rounded up to the nearest whole number of shares of Common
Stock. No cash shall be paid to any holder of Series A Preferred Stock by the
Corporation upon conversion of Series A Preferred Stock by such holder.

            (d) RESERVATION OF STOCK. The Corporation shall, at all times when
any shares of Series A Preferred Stock shall be outstanding, reserve and keep
available out of its authorized but unissued stock, such number of shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of Series A Preferred Stock.

            (e) DIVIDENDS; RIGHTS. All outstanding shares of Series A Preferred
Stock to be converted pursuant to the Conversion Notice shall, on the Optional
Conversion Date, be converted into Common Stock for all purposes,
notwithstanding the failure of the holder thereof


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to surrender any certificate representing such shares on or prior to such date.
On and after the Optional Conversion Date, (i) no such share of Series A
Preferred Stock to be converted pursuant to the Conversion Notice shall be
deemed to be outstanding or be transferable on the books of the Corporation or
the stock transfer agent, if any, for the Series A Preferred Stock, and (ii) the
holder of such shares, as such, shall not be entitled to receive any dividends
or other distributions, to receive notices or to vote such shares or to exercise
or to enjoy any other powers, preferences or rights thereof, other than the
right, upon surrender of the certificate or certificates representing such
shares, to receive a certificate or certificates for the number of shares of
Common Stock into which such shares to be converted pursuant to the Conversion
Notice have been converted. On the Optional Conversion Date, all such shares
shall be retired and canceled and shall not be reissued.

            (f) CONSOLIDATION, MERGER, SALE, ETC. In case the Corporation shall
effect a Qualified Sale (as hereinafter defined), then lawful and adequate
provision shall be made whereby, subject to Section 3(a) of this Designation,
each share of Series A Preferred Stock shall, after such Qualified Sale, be
convertible into the kind and number of shares of stock or other securities or
property of the Corporation or of the corporation resulting from such Qualified
Sale, or to which assets shall have been sold in such Qualified Sale, to which
the holder of shares of Series A Preferred Stock would have been entitled if it
had held the Common Stock issuable upon the conversion of such shares of Series
A Preferred Stock on the record date, or, if none, immediately prior to such
Qualified Sale, at the Conversion Rate in effect on such date. The provisions of
this Section 4(f) shall similarly apply to successive Qualified Sales.

            (g) STOCK DIVIDENDS, SPLITS, COMBINATIONS AND RECLASSIFICATIONS. If
the Corporation shall (i) declare a dividend or other distribution payable in
securities, (ii) split its outstanding shares of Common Stock into a larger
number, (iii) combine its outstanding shares of Common Stock into a smaller
number, or (iv) increase or decrease the number of shares of its capital stock
in a reclassification of the Common Stock (including any such reclassification
in connection with a merger, consolidation or other business combination in
which the Corporation is the continuing entity), then in each instance the
Conversion Rate in effect immediately prior to such dividend or other
distribution, split, combination or reclassification, as the case may be, shall
forthwith be proportionally adjusted so that each holder of Series A Preferred
Stock shall be entitled to receive the number of shares of Common Stock which
such holder would have owned or been entitled to receive had such Series A
Preferred Stock been converted immediately prior to the record date for such
dividend or other distribution, split, combination or reclassification.
Successive adjustments to the Conversion Rate shall be made upon each such
dividend or other distribution, split, combination or reclassification.

            (h) NO IMPAIRMENT. The Corporation shall not, by amendment of its
articles of incorporation or through any reorganization, sale, exchange or other
disposition of assets, merger, consolidation, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed under this
Section 4 by the Corporation, but will at all times in good faith carry out all
the provisions of this Section 4 and take all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of Series A
Preferred Stock against impairment.


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            (i) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Rate pursuant to this Section 4,
the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and cause its principal
financial officer to verify such computation and prepare and furnish to each
holder of Series A Preferred Stock a certificate setting forth such adjustment
or readjustment and setting forth in reasonable detail the facts upon which such
adjustment or readjustment is based. The Corporation shall, upon the written
request at any time of any holder of Series A Preferred Stock, furnish or cause
to be furnished to such holder a like certificate setting forth: (i) such
adjustments and readjustments; (ii) the Conversion Rate in effect at such time
for the Series A Preferred Stock; and (iii) the number of shares of Common Stock
and the amount, if any, of other property that at such time would be received
upon the conversion of the Series A Preferred Stock.

            (j) NOTICES OF RECORD DATE. In the event any record date is fixed
for the purpose of (i) determining the holders of any class or series of stock
or other securities who are entitled to receive any dividend or other
distribution or (ii) any recapitalization or reorganization of the capital stock
of the Corporation, any merger or consolidation of the Corporation, or any sale,
exchange or other disposition of all or substantially all the assets of the
Corporation or any voluntary or involuntary dissolution, liquidation or winding
up of the Corporation, the Corporation shall mail to each holder of Series A
Preferred Stock at least 20 days prior to the record date set forth therein a
notice setting forth: (A) such record date and a description of such dividend or
distribution; (B) the date on which any such recapitalization, reorganization,
merger, consolidation, disposition, dissolution, liquidation or winding up is
expected to become effective; and (C) the time, if any is to be fixed, as to
when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such recapitalization,
reorganization, merger, consolidation, disposition, dissolution, liquidation or
winding up.

            (k) ISSUE TAXES. The Corporation shall pay any and all issue and
other non-income taxes that may be payable in respect of any issue or delivery
of shares of Common Stock on conversion of shares of Series A Preferred Stock.

            (l) MINIMUM ADJUSTMENT: NO INCREASE. No adjustment of the Conversion
Rate shall be made in an amount less than one per centum, provided that any
adjustment which is not made by reason of this Section 4(l) shall be carried
forward and shall be taken into account in any subsequent adjustment. No
adjustments of the Conversion Rate in accordance with Section 4 of this
Designation shall have the effect of increasing the Conversion Rate above the
Conversion Rate in effect immediately prior to such adjustment.


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      5.    MANDATORY CONVERSION OF SERIES A PREFERRED STOCK.

            (a) Upon the closing of a Qualified Sale, each share of Series A
Preferred Stock shall automatically be converted into the number of shares of
Common Stock into which such shares of Series A Preferred Stock would be
converted on the date of the closing of such Qualified Sale, as the case may be
(the "TRANSACTION DATE"), in accordance with Section 4 of this Designation. For
purposes of this Designation, "QUALIFIED SALE" means the sale of all or
substantially all of the assets of the Corporation or the outstanding shares of
capital stock of the Corporation entitled to vote generally for the election of
directors, in any such case for cash or securities having a value of at least
$1.00 per share of Common Stock (as adjusted for any stock dividend, split,
combination, recapitalization or similar transaction with respect to the capital
stock of the Corporation), but excluding any such transaction in which the
consideration received by the Corporation or its stockholders includes
securities of the purchaser and such purchaser is not subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended.

            (b) No fractional shares of Common Stock or scrip shall be issued
upon conversion of shares of Series A Preferred Stock. In lieu of any fractional
share to which the holder would otherwise be entitled but for the provisions of
this Section 5(b), based on the full number of shares of Series A Preferred
Stock held by such holder, the Corporation shall issue a number of shares to
such holder rounded up to the nearest whole number of shares of Common Stock. No
cash shall be paid to any holder of Series A Preferred Stock by the Corporation
upon conversion of Series A Preferred Stock by such holder.

            (c) The Corporation shall give to each holder of record of Series A
Preferred Stock written notice of mandatory conversion at least 10 business days
prior to the Transaction Date, setting forth therein: (i) the Conversion Rate on
the Transaction Date or a reasonable estimate thereof; (ii) the number of shares
of Common Stock into which such holder's shares of Series A Preferred Stock are
to be converted based on such Conversion Rate; (iii) that the conversion is to
be effective on the Transaction Date; (iv) the address of the place or places at
which the certificate or certificates representing such holder's shares of
Series A Preferred Stock are to be surrendered; and (v) whether the certificate
or certificates to be surrendered are required to be endorsed for transfer or
accompanied by a duly executed stock power or other appropriate instrument of
assignment and, if so, the form of such endorsement or power or other instrument
of assignment. Such notice shall be sent by first class mail, postage prepaid,
to each holder of record of Series A Preferred Stock at such holder's address as
it appears on the records of the stock transfer agent for the Series A


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Preferred Stock, if any, or, if none, of the Corporation. On or before the
Transaction Date, each holder of Series A Preferred Stock shall surrender the
certificate or certificates representing all such holder's shares, duly endorsed
for transfer or accompanied by a duly executed stock power or other instrument
of assignment, if the notice so provides, to the Corporation at any place set
forth in such notice or, if no such place is so set forth, at the principal
executive offices of the Corporation. As soon as practicable after the
Transaction Date and the surrender of the certificate or certificates
representing shares of Series A Preferred Stock, the Corporation shall issue and
deliver to each such holder, or its nominee, at such holder's address as it
appears on the records of the stock transfer agent for the Series A Preferred
Stock, if any, or, if none, of the Corporation a certificate or certificates for
the number of whole shares of Common Stock issuable upon such conversion in
accordance with the provisions hereof.

            (d) All outstanding shares of Series A Preferred Stock shall, on the
Transaction Date, be converted into Common Stock for all purposes,
notwithstanding the failure of any holder or holders thereof to surrender any
certificate representing such shares on or prior to such date. On and after the
Transaction Date, (i) no share of Series A Preferred Stock shall be deemed to be
outstanding or be transferable on the books of the Corporation or the stock
transfer agent, if any, for the Series A Preferred Stock, and (ii) each holder
of Series A Preferred Stock, as such, shall not be entitled to receive any
dividends or other distributions, to receive notices or to vote such shares or
to exercise or to enjoy any other powers, preferences or rights in respect
thereof, other than the right, upon surrender of the certificate or certificates
representing such shares, to receive a certificate or certificates for the
number of shares of Common Stock into which such shares shall have been
converted. On the Transaction Date, all such shares shall be retired and
canceled and shall not be reissued.

      6.    VOTING.

            (a) Except as otherwise required by applicable law, the holders of
Series A Preferred Stock shall be entitled to vote on all matters on which the
holders of Common Stock shall be entitled to vote, in the same manner and with
the same effect as the holders of Common Stock, voting together with the holders
of Common Stock as a single class. For this purpose, the holders of Series A
Preferred Stock shall be given notice of any meeting of stockholders as to which
the holders of Common Stock are given notice in accordance with the bylaws of
the Corporation. As to any matter on which the holders of Series A Preferred
Stock shall be entitled to vote, the holders of the outstanding Series A
Preferred Stock shall have voting rights equal to an aggregate of 52% of the
total shares entitled to vote by both (i) the holders of all the then
outstanding shares of Common Stock (whether or not such holders vote) and (ii)
the holders of all the then outstanding shares of Series A Preferred Stock.

            (b) Notwithstanding anything herein to the contrary, the consent of
the holders of a majority of all of the shares of the Series A Preferred Stock
voting as a separate class at the time outstanding shall be required to (i)
authorize or issue any class or series of capital stock of the Corporation
ranking senior to, or on parity with, the Series A Preferred Stock, or (ii)
authorize or issue any class or series of capital stock or bonds, debentures,
notes or other securities or obligations of the Corporation convertible into, or
exercisable or exchangeable for, any class or series of capital of the
Corporation ranking senior to, or on parity with, the Series A Preferred Stock.
The Consent of the holders of the Series A Preferred Stock at the time
outstanding shall not be required to (i) authorize or issue any class or series
of capital stock of the Corporation ranking junior to such class of Series A
Preferred Stock, or (ii) authorize or issue any class or series of capital stock
or bonds, debentures, notes or other securities or obligations of the
Corporation convertible into, or exercisable or exchangeable for, any class or
series of capital of the Corporation ranking junior to the Series A Preferred
Stock.


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      7.    NO SINKING FUND. The Corporation shall not be required to make any
payment to any sinking fund or otherwise to deposit or set aside any funds or
other assets of the Corporation in respect of the Series A Preferred Stock.

      8.    AMOUNT OF NONCASH DIVIDENDS, DISTRIBUTIONS OR CONSIDERATION.
Whenever a dividend or distribution provided for in Section 2 or 3 of this
Designation (except as otherwise provided therein with respect to the payment of
dividends in shares of Series A Preferred Stock) is to be made in, or any
consideration received or paid by the Corporation consists of securities or
other property, other than cash, the amount of such dividend, distribution or
consideration shall be the fair market value of such securities or other
property as determined in good faith by the Board of Directors.

      9.    DEFINITION OF CERTAIN PREFERENCES. For purposes hereof, any class or
series of stock of the Corporation shall be deemed to rank:

            (a) senior to the Series A Preferred Stock, either as to dividends
or upon liquidation, if the holders of shares of that class or series of stock
shall expressly be entitled to receive dividends or amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in preference or priority to the holders of Series A Preferred Stock;

            (b) on a parity with the Series A Preferred Stock, either as to
dividends or upon liquidation, whether or not the dividend rates, dividend
payment dates, redemption or liquidation prices per share or conversion or
sinking fund provisions, if any, are different from those of the Series A
Preferred Stock, if the holders of shares of that class or series of stock shall
expressly be entitled to receive dividends or amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case may be,
in proportion to their respective dividend preferences (whether based on their
respective dividend rates or the respective amounts of accumulated and unpaid
dividends thereon) or their respective liquidation preferences, without
preference or priority, one over the other, as between the holders of shares of
that class or series of stock and the holders of shares of the Series A
Preferred Stock; and

            (c) junior to the Series A Preferred Stock, either as to dividends
or upon liquidation, if the holders of shares of Series A Preferred Stock shall
be entitled to receive dividends or amounts distributable upon dissolution,
liquidation or winding up of the Corporation, as the case may be, in preference
or priority to the holders of shares of that class or series of stock.




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