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                                                                     Exhibit 4.1
                    CERTIFICATE OF DESIGNATION, PREFERENCES
                     AND RIGHTS OF SERIES A PREFERRED STOCK

                                       OF

                                  I-STORM, INC.

     I-STORM, INC. (the "Company"), a corporation organized and existing under
the laws of the State of Nevada, does hereby certify that:

     Pursuant to authority vested in the Board of Directors by Article V of the
Articles of Incorporation of the Company and the provisions of the Nevada
Revised Statutes, the Board of Directors has duly adopted the following recitals
and resolutions:

     WHEREAS, the Articles of Incorporation presently authorize the Company to
issue up to 2,000,000 shares of Preferred Stock in any class or series, but do
not yet designate any such class or series, nor has the Company issued any
Preferred Stock of any class or series; and

     WHEREAS, the Board of Directors is authorized by the Articles of
Incorporation to issue, to determine and fix the rights, preferences and
privileges, and restrictions of one or more series of Preferred Stock, and the
Board of Directors has determined to establish the number of shares constituting
that series and to designate such series;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby amends
Article V of the Articles of Incorporation and fixes and determines the
designation of the number of shares constituting, and the rights, preferences,
privileges and restrictions relating to a new series of Preferred Stock, as
follows:

     1.   DESIGNATION AND ISSUANCE. The series of Preferred Stock provided for
by this resolution shall be designated "Series A Cumulative Convertible
Preferred Stock" (hereinafter referred to as the "Series A Preferred Stock").
The "date of issuance" of the Series A Preferred Stock shall be deemed to occur
concurrently with the effective date of the Amended Plan of Reorganization of
LVL Communications Corporation that has been confirmed by the April 16, 1998
Order of the Bankruptcy Court for the Northern District of California.

     2.   AUTHORIZATION. The number of shares constituting the Series A
Preferred Stock shall be 600,000 shares having a par value of $0.01 per share.

     3.   DIVIDENDS. The holders of the Series A Preferred Stock shall be
entitled to cumulative dividends at an annual rate of five cents ($.05), which
shall be declared by a majority of the Board of Directors, on a quarterly basis
on November 15, February 15, May 15 and August 15, payable in cash or, at the
option of the Company, in shares of Common Stock. Dividends on Series A
Preferred Stock shall commence to accrue from the day on which such shares have
been issued. Unpaid dividends will accumulate and be payable prior to the
payment of any dividends or any distribution on any of the equity securities
issued by the Company.



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     4.   CONVERSION RIGHTS. Subject to the antidilution provisions of Section 5
hereof, each share of Series A Preferred Stock may be converted, at the option
of the holder, into one share of the Company's Common Stock at a conversion
ratio of one share of Series A Preferred Stock for one fully paid and
non-assessable share of Common Stock ("Conversion Ratio"); provided, that any
unpaid dividends accumulated on the Series A Preferred Stock, as set forth in
Section 3, shall be paid to the holders of the Series A Preferred Stock on the
date of conversion, either in cash, or at the option of the Company, in shares
of Common Stock.

          (a)  Promptly after the receipt of certificates representing Series A
Preferred Stock and the surrender of Series A Preferred Stock, the Company shall
issue and deliver, or cause to be issued and delivered, to the holder a
certificate or certificates for the number of whole shares of Common Stock
issuable upon the conversion of such Series A Preferred Stock. No fractional
shares shall be issued upon conversion of the Series A Preferred Stock into
shares of Common Stock. To the extent permitted by law, the conversion shall be
deemed to have been effected as of the close of business on the date of issuance
of the Common Stock ("Conversion Date") (or on the next preceding business day
if the Conversion Date is not a business day) and at that time the rights of the
holder of Series A Preferred Stock, as such holder, shall cease, and the holder
of the Series A Preferred Stock shall become the holder of record of shares of
Common Stock.

          (b)  Notwithstanding anything herein to the contrary, on any
liquidation of the Company, the right of conversion of the Series A Preferred
Stock shall terminate at the close of business on the last full business day
prior to the date fixed for payment of the amount distributable on the Series A
Preferred Stock.

     5.   ANTIDILUTION PROVISIONS. The Conversion Ratio and the number of shares
issuable upon conversion shall be subject to adjustment as follows:

          (a)  In case the Company shall (i) declare any dividend or any other
distribution on its Common Stock payable in shares of its Common Stock, (ii)
subdivide its outstanding shares of Common Stock, into a greater number of
shares; (iii) combine its outstanding shares of Common Stock into a smaller
number of shares, or (iv) issue any shares of its capital stock by
reclassification of the Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing
corporation), then, and in each case, the Conversion Ratio in effect at the time
of the record date for such dividend or of the effective date of such
distribution, subdivision, combination or reclassification shall be
proportionately adjusted so that the holder of any shares of the Series A
Preferred Stock, surrendered for conversion after such time, shall be entitled
to receive the kind and amount of shares such holder would have owned or have
been entitled to receive had such share of the Series A Preferred Stock been
converted immediately prior to the time of such dividend, distribution,
subdivision, combination, or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.

          (b)  In case the Company shall issue rights or warrants to any holders
of its Common Stock entitling them to subscribe for or purchase shares of Common
Stock at a price per share of less than $1.00 except any such rights or warrants
that have been issued as



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specified in the Plan of Reorganization for LVL Communications Corporation as
confirmed pursuant to the April 16, 1998 Order of the United States Bankruptcy
Court for the Northern District of California. The Conversion Ratio of Series A
Preferred Stock shall be adjusted to equal the number of shares such holder
would have been entitled to receive had such share of Series A Preferred Stock
been converted immediately prior to such issuance, multiplied by a fraction, the
numerator of which shall be $1.00, and the denominator of which shall be the
exercise price per share of any such warrant or right.

          (c)  In case of any capital reorganization or reclassification of the
capital stock of the Company, or a consolidation or merger of the Company with
or into any other corporation (other than a consolidation or merger in which the
Company is the surviving or continuing corporation), or in case of any sale or
transfer of all or substantially all of the assets of the Company, the holder of
each share of the Series A Preferred Stock, shall have after such
reorganization, reclassification, consolidation, merger, sale or transfer, the
right to convert such share of the Series A Preferred Stock solely into the kind
and amount of shares of stock and other securities and property which such
holder would have been entitled to receive had such share of Series A Preferred
Stock been converted immediately prior to such consolidation, merger, sale or
transfer.

          (d)  Whenever there is an adjustment in the Conversion Ratio and/or
the number or kind of securities issuable upon conversion of the Series A
Preferred Stock, as provided herein, the Company shall promptly file in the
custody of its Secretary, a certificate signed by an officer of the Company,
showing in detail the facts requiring such adjustment, the number and kind of
securities issuable upon conversion of Series A Preferred Stock upon such
adjustment, and the Conversion Ratio; and notice of such adjustment along with a
duplicate officer's certificate shall be sent by registered mail, postage paid,
to the holder, at its address as it shall appear in the Company's Stock
Register.

     6.   GENERAL VOTING RIGHTS. At all times as there is Series A Preferred
Stock outstanding, the holders of Series A Preferred Stock shall have the right
(a) to approve by majority vote, voting as a single class, one vote per share,
whether by written action or special meeting of such holders, to the exclusion
of the holders of the Company's Common Stock, on (i) the merger, sale,
liquidation or dissolution of the Company or any of its subsidiaries; (ii) a
sale of all or substantially all of the Company's assets or any of its
subsidiaries; (iii) any increase in the number of authorized shares of any class
or series of the Company equity securities or any of its subsidiaries; (iv) and
creation of any new class or series of equity securities in the Company or any
of its securities; (v) any increase in the number of members of the Board of
Directors of the Company or its subsidiaries; and

          (b)  to elect, by majority vote, voting as a single class, one vote
per share, whether by written action or special meeting of such holders, to the
exclusion of the holders of the Company's Common Stock, one member of the Board
of Directors of the Company and its subsidiaries until such time as more than
50% of the Series A Preferred Stock has either converted to Common Stock, or
been redeemed, or a Liquidation Preference Event has occurred, as set forth in
Section 9 hereof. The vote of a majority of the holders of the shares of Series
A Preferred Stock in favor of or against any of the foregoing actions shall
constitute the vote of the Series A Preferred Stock Class.



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     7.   EXCLUSIVE VOTING RIGHTS.

          (a)  The holders of Series A Preferred Stock shall have the right to
approve by majority vote, voting as a single class, one vote per share, whether
by written action or special meeting of such holders, to the exclusion of the
holders of the Company's Common Stock, or any other class of stock, to vote upon
the issuance of dividends to the holders of the Company's Common Stock or to any
other class of stock, and no such issuance of dividends shall occur without such
vote of the Series A Preferred holders.

          (b)  If at any time, a default in payment of Preference Dividends (as
defined in the last sentence of subsection (d)) shall exist, the holders of the
Series A Preferred Stock shall have the right by majority vote, voting together
as a single class, whether by written action or special meeting of such holders,
to the exclusion of the holders of the Company's Common Stock or any other
stock, to elect such number of additional directors ("Default Directors") as
shall provide the holders of Series A Preferred Stock with control over a
majority of the directorships of the Company; and concurrently, the Board of
Directors shall increase the number of directors of the Company by such number
of Default Directors.

          (c)  Each Default Director elected by the holders of shares of Series
A Preferred Stock pursuant to Section 7(b) hereof, shall continue to serve as
such director for the full term to which he shall have been elected,
notwithstanding that prior to the end of such term a default in payment of
Preference Dividends shall cease to exist. Any Default Director may be removed
by, and shall not be removed except by, the vote of the holders of record of the
outstanding shares of Series A Preferred Stock, voting together as a single
class of the holders of shares of the Series A Preferred Stock called for such
purpose. So long as a default in any payment of Preference Dividends shall
exist, any vacancy in the office of any Default Director shall be filled by the
majority vote of the holders of the outstanding shares of Series A Preferred
Stock, voting together as a single class.

          (d)  For purposes hereof, a "default in payment of Preference
Dividends" on the Series A Preferred Stock shall be deemed to have occurred
whenever the amount of accrued and unpaid dividends upon the Series A Preferred
Stock shall be equivalent to six full quarterly dividends or more, and, having
so occurred, such default shall be deemed to exist thereafter until, but only
until, all accrued dividends on all shares of Series A Preferred Stock then
outstanding shall have been paid to the last dividend payment and the then
current quarterly dividend has been paid or declared and set aside for payment.

     8.   REDEMPTION. The Series A Preferred Stock shall be redeemable, in
part or in full, at the option of the Company upon thirty (30) days advance
written notice to the holders of Series A Preferred Stock for a redemption price
of $6.67 per share. Upon receipt of notice of the Company's intention to redeem
the Series A Preferred Stock and until the effective date of the redemption,
each holder of the Series A Preferred Stock shall have the option to convert to
Common Stock as described in Section 4 hereof. Any partial redemption shall be
made on a pro rata basis.



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     9.   LIQUIDATION PREFERENCE.

          (a)  In the event of any liquidation, dissolution, or winding up of
the Company or its subsidiaries, or the sale, merger or combination of the
Company or any of its subsidiaries, a public offering of the stock of the
Company or its subsidiaries in excess of $25 million, a merger or consolidation
of the Company in which its shareholders do not retain a majority of the voting
power in the surviving corporation, or a sale of all or substantially all of the
Company's or any of its subsidiaries' assets ("Liquidation Preference Event"),
and prior to any payment or distribution with respect to any equity securities
ranking junior to the Series A Preferred Stock, the holders of Series A
Preferred Stock shall be entitled to receive an amount equal to $6.67 per share
for the Preferred Stock, plus an amount equal to all declared and unpaid
dividends thereon ("Preference Amount").

          (b)  After the Preference Amount is paid in full on all outstanding
shares of Series A Preferred Stock, the Series A Preferred Stock shall cease to
exist and the holders will cease to have to any further claim on funds or assets
of the Company. If the Company has insufficient assets to permit payment of the
Preference Amount in full to all holders of the Series A Preferred Stock, then
the assets of the Series A Preferred Stock shall be distributed ratably to the
holders of the Series A Preferred Stock proportionate to the Preference Amount
each such holder would otherwise be entitled to receive.

          (c)  The Company shall give each holder of Series A Preferred Stock
thirty days advance written notice prior to a Liquidation Preference Event, and
such persons shall have the right to convert to Common Stock as described in
Section 4 prior to the effective date of the Liquidation Preference Event.

     10.  REGISTRATION RIGHTS. This Series A Preferred Stock, and any Common
Stock to be issued upon exercise of the conversion privilege set forth in
Section 4 hereof, is being issued pursuant to an exemption from registration
under the Securities Act pursuant to Section 1145 of the United States
Bankruptcy Code. In the event that such exemption should ever terminate, or
should counsel for the holders of the Series A Preferred Stock opine that such
registration exemption is inapplicable, the following provisions shall apply:

          (a)  "Registrable Securities" shall mean: (i) any share of Series A
Preferred Stock; (ii) the Common Stock issued or issuable upon conversion of any
share of Series A Preferred Stock; and (iii) any Warrant or Common Stock or
other securities of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for, any share of Series A
Preferred Stock. The holder of any such Registrable Securities under this
Section 10 shall be referred to as the "Registered Securities Holder."

          (b)  If the Company, at any time that there is Series A Preferred
Stock outstanding, elects to register (including for this purpose a registration
statement effected by the Company for securityholders other than the Registered
Securities Holder) any of its securities under the Securities Act in connection
with the public offering of such securities solely for cash (other than a
registration on Form S-4, Form S-8 or any form which does not include
substantially the same information as would be required to be included in a



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registration statement covering the sale of the Registrable Securities), the
Company shall promptly give the Registered Securities Holder written notice of
such registration. Upon the written request of the Registered Securities Holder
given within twenty (20) days after receipt of such written notice from the
Company, the Company shall, subject to the provisions of this Section 10, cause
to be registered under the Securities Act all of the Registrable Securities
that the Registered Securities Holder has requested to be registered; provided,
however, that the Registrable Securities shall be subject to restrictions on
transfer for such number of days after the effective date of the subject
registration statement as may be specified by the managing underwriter

          (c)  The Company shall indemnify any Registered Securities Holder of
Common Stock issued upon the conversion of Series A Preferred Stock, and each
person, if any, who controls such Registered Securities Holder within the
meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as amended, against all loss, claim, damage,
expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement.

          (d)  Effective twelve months after the Final Closing and for a period
of twelve months thereafter, any Registered Securities Holder shall have the
one-time demand registration right to provide notice to the Company on behalf of
all holders, requiring the Company to register the Registrable Securities. In
such event, the Company will do any and all things necessary to effect such
registration and to have the registration statement declared effective as soon
as practicable following such demand.

     11.  RANKING. With respect to the payment of dividends, and upon
liquidation, the shares of the Series A Preferred Stock shall rank senior to the
shares of Common Stock of the Company and to any other equity securities.
Further, notwithstanding anything stated to the contrary in the foregoing
sections:

          (a)  Unless the vote or consent of the holders of a greater number of
shares shall then be required by law, the affirmative vote or consent of the
holders of at least a majority of the outstanding shares of Series A Preferred
Stock, voting as a class, will be required for any amendment to the Company's
Articles of Incorporation (or any certificate amendatory thereof or supplemental
thereto) which will adversely affect the powers, preferences or rights of the
holders of Series A Preferred Stock or authorize any class of stock ranking
senior to or on a parity with the Series A Preferred Stock.

          (b)  So long as any shares of Series A Preferred Stock remains
outstanding, neither the Company nor its subsidiaries will, without the
affirmative vote or consent of at least a majority of the shares of Series A
Preferred Stock then outstanding, voting as a class, merge or consolidate with
any other corporation, or sell or otherwise dispose of all or substantially all
of its assets unless (i) under the terms of such merger, consolidation or sale
or other disposition of assets, (A) the Series A Preferred Stock shall remain
outstanding with no adverse changes in its preferences, qualifications,
limitations, restrictions or special or relative rights, or (B) each holder of
Series A Preferred Stock shall receive, in exchange for such Series A Preferred



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Stock, securities of the surviving, resulting or acquiring entity which shall in
the aggregate possess preferences, qualifications, limitations, restrictions or
special or relative rights which are at least as favorable as those possessed by
the Series A Preferred Stock immediately prior to the effective date of such
merger, consolidation or sale or other disposition of assets, and adequate
provision shall be made whereby such securities received in exchange for the
Series A Preferred Stock shall thereafter be convertible into the number of
shares of the Company's Common Stock (or into such shares of stock, securities
or assets as may be issuable or payable with respect to, or in exchange for, the
number of shares of the Company's Common Stock or the other shares of stock,
securities or assets, as the case may be) into which the Series A Preferred
Stock would have been convertible immediately prior to such merger,
consolidation or sale or other disposition of assets and (ii) immediately after
such merger, consolidation or sale or other disposition of assets, there shall
be no outstanding shares of any class of stock ranking senior to or on a parity
with the Series A Preferred Stock.













                   (THIS SECTION IS INTENTIONALLY LEFT BLANK)




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     The foregoing amendment was duly adopted by the Board of Directors of the
Company pursuant to the discretion granted by Section V of its Fourth Amended
and Restated Articles of Incorporation, without the requirement of shareholder
action, on July 23rd, 1998 pursuant to the provisions of the Nevada Revised
Statutes.

     IN WITNESS WHEREOF, I-Storm, Inc. has caused this Certificate of
Designation, Preferences and Rights of Series A Preferred Stock to be executed
by its President and attested to by its Secretary this __th day of July, 1998.


                                              I-STORM, INC.



By:                                           By:
     ----------------------------                  -----------------------------
       Stephen Venuti, Secretary                   Calbert Lai, President




STATE OF CALIFORNIA                 :
                                    :  ss
COUNTY OF                           :
          ----------------

     On this ____ day of July, 1998, personally appeared before me, the
undersigned, a notary public, Calbert Lai and Stephen Venuti, who being by me
first duly sworn, declared that they are the President and Secretary,
respectively, of the above-named corporation, acknowledged that they signed the
foregoing Amended Articles of Incorporation, and verified that the statements
contained therein are true.


            WITNESS MY HAND AND OFFICIAL SEAL.



                                         --------------------------------------
                                                               , Notary Public
                                         ----------------------

                                         Residing in                    County
                                                     ------------------


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