EXHIBIT 4.1

                             SLS INTERNATIONAL, INC.

                           CERTIFICATE OF DESIGNATIONS

               SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK

                            PAR VALUE $.001 PER SHARE

                         PURSUANT TO SECTION 151 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                 The undersigned, President of SLS International, Inc., a
Delaware corporation (hereinafter called the "Corporation"), DOES HEREBY CERTIFY
that the following resolution has been duly adopted by unanimous written consent
of the Board of Directors of the Corporation:

                 RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board of Directors of the Corporation by the provisions of the
Amended and Restated Certificate of Incorporation of the Corporation
("Charter"), there hereby is created, out of the five million (5,000,000) shares
of Preferred Stock, par value $.001 per share, of the Corporation authorized in
its Restated Certificate of Incorporation (the "Preferred Stock"), a series of
Preferred Stock of the Corporation consisting of one million (1,000,000) shares,
which series shall have the following powers, designations, preferences and
relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions:

         1. Designation; Number of Shares; Par Value; Rank. The shares of this
series shall be designated as "Series B Convertible Participating Preferred
Stock" (the "Series B Preferred Stock"). The number of shares of Series B
Preferred Stock shall be limited to 1,000,000. The Series B Preferred Stock
shall have a par value of $.001 per share. The Series B Preferred Stock will
rank, with respect to rights on liquidation, winding up and dissolution, (a) on
a parity with each other class of capital stock or series of preferred stock
issued by the Corporation established on or prior to the date of this
Certificate of Designations and (b) with respect to each other class of capital
stock or series of preferred stock established by the Corporation after the date
of this Certificate of Designations, as expressly provided upon the
establishment of such class or series as to rights on liquidation, winding up
and dissolution.

         2. Dividends. The holders of shares of Series B Preferred Stock shall
be entitled to receive any dividends pro rata with the holders of each other
class of capital stock or series of preferred stock that is entitled to receive
dividends.

         3. Voting Rights. The holders of shares of Series B Preferred Stock
shall not be entitled to vote on any matters submitted to a vote of
shareholders, except those matters required by law to be submitted to such
holders.

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         4. Conversion. The holders of the Series B Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

         (a) Right to Convert; Automatic Conversion. Each share of Series B
Preferred Stock shall be convertible, at the office of the Corporation or the
transfer agent for the Series B Preferred Stock, without the payment of any
additional consideration by the holder thereof, at the option of the holder
thereof, at any time following the earlier to occur of (i) the six-month
anniversary of the date of issuance of the share or (ii) the effectiveness of a
registration statement filed with the U.S. Securities and Exchange Commission
registering the Common Stock issuable upon such conversion. To the extent not
previously converted, each share of Series B Preferred Stock shall automatically
convert on the third anniversary of the date of its issuance. Each share of
Series B Preferred Stock shall convert into the number of validly issued, fully
paid and nonassessable shares of Common Stock which results from dividing the
per share Conversion Value (as hereinafter defined) of the Series B Preferred
Stock by the Conversion Price per share (as hereinafter defined) in effect for
the Series B Preferred Stock at the time of conversion. The initial Conversion
Price per share of the Series B Preferred Stock shall be $2.00. The initial
Conversion Price of Series B Preferred Stock shall be subject to adjustment from
time to time as provided below. "Conversion Value" means $20.00 per share. The
number of shares of Common Stock into which a share of Series B Preferred Stock
is convertible is hereinafter referred to as the "Conversion Rate."

         (b) Mechanics of Conversion. Before any holder of Series B Preferred
Stock shall be entitled to convert the same into shares of Common Stock, the
holder shall surrender the certificate, or certificates therefor, duly endorsed,
at the office of the Corporation or of the transfer agent for the Series B
Preferred Stock and shall give written notice to the Corporation that the holder
elects to convert the same. As soon as practicable thereafter, the Corporation
shall issue and deliver to the holder of Series B Preferred Stock a certificate
or certificates for the number of shares of Common Stock to which the holder
shall be entitled as aforesaid and a certificate representing the number of
shares of Series B Preferred Stock that were represented by the certificate or
certificates delivered to the Corporation in connection with the conversion but
that were not converted. The conversion shall be deemed to have been made
immediately prior to the close of business on the date of the surrender of the
shares of Series B Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon the conversion
shall be treated for all purposes as the record holder or holders of the shares
of Common Stock on that date.

         (c) Fractional Shares. In lieu of any fractional shares to which the
holder of Series B Preferred Stock would otherwise be entitled, the Corporation
shall pay cash equal to that fraction multiplied by the fair market value of one
share of Common Stock as determined by the Board of Directors of the
Corporation.

         (d) Conversion Price Adjustments of Series B Preferred Stock for
Certain Dilutive Issuances, Splits, and Combinations. The Conversion Price of
the Series B Preferred Stock shall be subject to adjustment from time to time as
follows:

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                  (i) If the number of shares of Common Stock outstanding at any
         time after the date hereof is increased by a stock dividend payable in
         shares of Common Stock or by a subdivision or split-up of shares of
         Common Stock, then, on the date the payment is made or the change is
         effective, the Conversion Price of the Series B Preferred Stock shall
         be appropriately decreased so that the number of shares of Common Stock
         issuable on conversion of any shares of Series B Preferred Stock shall
         be increased in proportion to the increase of outstanding shares.

                  (ii) If the number of shares of Common Stock outstanding at
         any time after the date hereof is decreased by a combination of the
         outstanding shares of Common Stock, then, on the effective date of that
         combination, the Conversion Price of the Series B Preferred Stock shall
         be appropriately increased so that the number of shares of Common Stock
         issuable on conversion of any shares of Series B Preferred Stock shall
         be decreased in proportion to the decrease in outstanding shares.

                  (iii) If at any time after the date hereof, there is any
         capital reorganization, any reclassification of the stock of the
         Corporation (other than as a result of a stock dividend or subdivision,
         split-up or combination of shares), a consolidation or merger of the
         Corporation with or into another corporation (other than a
         consolidation or merger in which the Corporation is the continuing
         entity and which does not result in any change in the Common Stock), or
         of the sale or other disposition of all or substantially all the
         properties and assets of the Corporation, the shares of Series B
         Preferred Stock shall, after the reorganization, reclassification,
         consolidation, merger, sale or other disposition, be convertible into
         the kind and number of shares of stock or other securities or property
         of the Corporation or otherwise to which each holder would have been
         entitled if immediately prior to the reorganization, reclassification,
         consolidation, merger, sale or other disposition the holder had
         converted its shares of Series B Preferred Stock into Common Stock. The
         provisions of this clause (iii) shall similarly apply to successive
         reorganizations, reclassifications, consolidations, mergers, sales or
         other dispositions.

                  (iv) All calculations under this Section 4 shall be made to
         the nearest cent or to the nearest one hundredth of a share, as the
         case may be.

         (e) Minimal Adjustment. No adjustment in the Conversion Price of Series
B Preferred Stock need be made if that adjustment would result in a change in
the Conversion Price of less than $0.01. Any adjustment of less than $0.01 that
is not made shall be carried forward and shall be made at the time of and
together with any subsequent adjustment that, on a cumulative basis, amounts to
an adjustment of $0.01 or more in the Conversion Price.

         (f) No Impairment. The Corporation will not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issuance or sale of
securities or any other voluntary action, but will at all times in good faith
assist in carrying out all the provisions of this Section 4 and in the taking of
all such action as may be necessary or appropriate in order to protect the


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conversion rights of the holders of Series B Preferred Stock against impairment.
The Corporation will not close its books against the transfer of Series B
Preferred Stock or of Common Stock issued or issuable upon conversion of Series
B Preferred Stock in any manner that interferes with the timely conversion of
Series B Preferred Stock.

         (g) 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 the adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series B Preferred Stock a certificate setting forth the adjustment or
readjustment and showing in detail the facts upon which the adjustment or
readjustment is based. The Corporation shall, upon written request at any time
of any holder of Series B Preferred Stock, furnish or cause to be furnished to
the holder a like certificate setting forth (i) the adjustments and
readjustments, (ii) the Conversion Rate of the Series B Preferred Stock in
effect at the time, and (iii) the number of shares of Common Stock and the
amount, if any, of other property that at the time would be received upon the
conversion of the holder's shares of Series B Preferred Stock

         (h) Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property or to receive any other right, the Corporation
shall mail to each holder of Series B Preferred Stock at least ten days prior to
that record date, a notice specifying the date on which any such record is to be
taken for the purpose of the dividend or distribution or right, and the amount
and character of the dividend, distribution or right.

         (i) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of Series B Preferred Stock, that number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series B Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series B Preferred Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to that number of shares as shall be sufficient for that purpose.

         (j) Issuance Taxes. The Corporation shall pay any and all issuance and
other taxes or other cost that may be payable in respect of any issuance or
delivery of shares of Common Stock on conversion of the Series B Preferred Stock
pursuant hereto.

         (k) Certain Events. If any event occurs of the type contemplated but
not expressly provided for by the provisions of this Section 4, then the
Corporation's Board of Directors will make an appropriate adjustment in the
Conversion Price for the Series B Preferred Stock to protect the rights of the
holders thereof.

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         5. Notices. Any notice required hereunder to be given to the holders of
shares of Series B Preferred Stock shall be deemed given if hand delivered or
sent by facsimile transmission or deposited in the United States mail, postage
prepaid, and addressed to each holder of record at his, her or its address
appearing on the books of the Corporation.

                IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Designations to be signed by its President on this 1st day of April, 2004.

  /s/ John M. Gott
 Name: John M. Gott
 Title: President and Chief Executive Officer


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