Exhibit 4.1

(Stamp of the Secretary of State,
 filed Nov. 18, 1996)


                           CERTIFICATE OF DESIGNATION
                                       OF
                      Series A Convertible Preferred Stock
                                       OF
                                  XPLORER, S.A.

     Xplorer,  S.A., a corporation  organized and existing under the laws of the
State of Nevada (the  "Corporation") , does hereby certify that, pursuant to the
authority conferred on the Board of Directors of the Corporation by the Articles
of  incorporation,  the  Board  of  Directors  of the  Corporation  adopted  the
following  resolution  establishing  a series of  1,280,550  shares of Preferred
Stock of the Corporation designated as


                      SERIES A CONVERTIBLE PREFERRED STOCK


     RESOLVED,  that  pursuant to the  authority  conferred on the Board of
     Directors  of this  Corporation  by the Articles of  Incorporation,  a
     series  of  Preferred  Stock,  $.001  par  value  per  share,  of  the
     Corporation  be and hereby is  established  and created,  and that the
     designation  and  number of shares  thereof  and the  voting and other
     powers,  preferences  and relative,  participating,  optional or other
     rights of the shares of such  series and  qualifications,  limitations
     and restrictions thereof are as follows:

1.   DESIGNATION  AND  AMOUNT.  There  shall  be a  series  of  Preferred  Stock
designated as "Series A Convertible  Preferred Stock",  and the number of shares
constituting  such series shall be 1,280,550.  Such series is referred to herein
as the "Series A Preferred Stock".

2.   PAR VALUE.  The par value for each share of Series A Preferred  Stock shall
be $.001.

3.   RANK.  All  shares  of  Preferred  Stock  shall  rank  prior  to all of the
Corporation's  common  stock,  $.001  par value  (the  "Common  Stock"),  now or
hereafter  issued,  both as to payment of dividends and as to  distributions  of
assets upon liquidation,  dissolution or winding up of the corporation,  whether
voluntary or involuntary.

4.   DIVIDENDS. The holders of Series A Preferred Stock are entitled to receive,
when and as declared by the Board of Directors  of the  Company,  dividends at a
monthly  rate of one  percent  (1%) of Series A Preferred  Stock  held,  payable
quarterly.  The dividends will be paid in common stock of the Corporation on the
basis of ten (10)  shares of common  stock for each share of Series A  Preferred
Stock. The holder of the Series A Preferred Stock may, upon written notice, have
any dividends  due,  payable in additional  Series A Preferred  Stock instead of
Common  Stock.  Dividends  will be  cumulative  from the date of issuance of the
Series A Preferred  stock and will be payable  quarterly to holders of record on


                                                                     Exhibit 4.1
<PAGE>


the stock  records of the Company on such record  dates as shall be fixed by the
Board of Directors of the Company.  The Company plans to establish  record dates
of March 31, June 30,  September 30 and  December 31 with payment  dates 15 days
thereafter.  Initial  dividends  will be prorated to the date of issuance of the
Series A Preferred Stock starting September 30, 1996.

     Shares  redeemed  or  converted  after the record  date for a dividend  and
before the payment date will be entitled to the dividend but no adjustment  will
be made on account of dividends with respect to the period after the last record
date before the redemption or conversion, as the case may be.

     Unless all annual cumulative dividends on the Series A Preferred Stock have
been paid, no dividends or other  distributions  may be paid or declared and set
apart for payment on the Common Stock or any other  capital stock of the Company
ranking junior to the Series A Preferred Stock as to dividends.

     Nevada law provides that a corporation  may pay dividends in cash or shares
of its stock.  Such dividends may be paid from either surplus or net profits for
the fiscal year in which the dividend is declared  and/or the  preceding  fiscal
year, provided,  however, that if the capital of the corporation shall have been
diminished  by  depreciation  in the value of its  property,  or by  losses,  or
otherwise,  to  an  amount  less  than  the  aggregate  amount  of  the  capital
represented by the outstanding stock of all classes having a preference upon the
distribution of assets,  the directors of such corporation shall not declare and
pay out. of such net profits any dividends upon any shares of any classes of its
capital stock until the  deficiency in the amount of capital  represented by the
outstanding  stock of all classes having a preference  upon the  distribution of
assets  shall  have been  repaired.  Surplus is defined as the excess of the net
assets of the Company over the amount  determined to be capital.  The capital of
the  Company  will be the  aggregate  of the par  values of the shares of Common
Stock and Series A Preferred Stock issued.  Net assets means the amount by which
total  assets  exceed  total  liabilities.   Neither  capital  nor  surplus  are
liabilities  for this  purpose.  Thus,  the  amount  by which  the net  proceeds
received by the Company as a part of this offering  exceeds the par value of the
Common Stock and the par value of Series A Preferred Stock issued is included in
surplus from which dividends may be paid.

5.   LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or winding
up of the Company,  holders of the Series A Preferred  Stock are entitled to any
unpaid dividends out of assets available for distribution to shareholders, prior
to any distribution to holders of Common Stock or any other stock ranking junior
to the Series A Preferred Stock. After payment of any dividends due and owing to
which they are entitled,  the holders of shares of Series A Preferred Stock will
not be entitled to any further  participation  in any  distribution of assets by
the Company.

     A consolidation or merger of the Company with or into any other corporation
or a sale of all or any part of the assets of the  Company  (which  shall not in
fact result in the liquidation of the Company and the  distribution of assets to
stockholders) shall not be deemed to be a liquidation, dissolution or winding up
of the company.

6.   REDEMPTION.  The Series A  Preferred  Stock may be  redeemed  upon 30 days'
written notice at a redemption price of ten (10) shares of Common Stock for each


                                                                     Exhibit 4.1
<PAGE>


share of Series A  Preferred  stock per share  commencing  on October 1, 2002 as
follows:  After October 1, 2002, fifteen percent (15%) of the outstanding Series
A Preferred  Stock;  after  October 1, 2003,  twenty-five  percent  (25%) of the
outstanding  Series A Preferred  Stock;  after October 1, 2004,  thirty  percent
(30%) of the outstanding  Series A Preferred  Stock;  and after October 1, 2005,
the balance of the thirty  percent (30%) of the  outstanding  Series A Preferred
Stock.  Series A Preferred  Stock  shareholders  shall have the right to convert
into Common  Stock  during this 30-day  period.  The  redemption  price shall be
payable  together with  accumulated  and unpaid  dividends to the date fixed for
redemption. If full cumulative dividends on the Series A Preferred Stock through
the most recent dividend payment date have not been paid, the Series A Preferred
Stock may not be redeemed  in part unless  approved by the holders of a majority
of shares of the Series A Preferred  Stock then  outstanding and the Company may
not  purchase  or  acquire  any share of Series A  Preferred  Stock  other  than
pursuant to a purchase  or exchange  offer made on the same terms to all holders
of the Series A  Preferred  Stock.  If less than all the  outstanding  shares of
Series A Preferred Stock are to be redeemed, the Company will select those to be
redeemed by lot or a substantially equivalent method.

     The shares of Series A Preferred  Stock are not subject to any sinking fund
or any other similar provision.

7.   CONVERSION  RIGHTS.  Holders of the Series A Preferred  Stock will have the
right,  at their  option.  to convert such shares into shares of Common Stock at
any time at the  conversion  rate then in effect,  provided  that, if any of the
series A, Preferred stock is redeemed,  the conversion rights pertaining thereto
will terminate on the third business day preceding the redemption date.

     Each share of Series A Preferred  Stock will be  convertible  into ten (10)
shares of Common Stock of the Company. No fractional share or scrip representing
a  fractional  share will be issued  upon  conversion  of the Series A Preferred
Stock. Cash will be paid in lieu of fractional shares.

     The time of conversion and the amount  allowed to be converted  shall be as
follows:

     Commencing  October 1, 2002 - fifteen percent (15%) of the outstanding
     Series A Preferred Stock; after October 1, 2003,  twenty-five  percent
     (25%) of the outstanding  Series A Preferred  Stock;  after October 1,
     2004,  thirty  percent  (30%) of the  outstanding  series A  Preferred
     Stock;  and after October 1, 2005, the balance of thirty percent (30%)
     of the outstanding Series A Preferred Stock.


     The conversion rate will be appropriately  adjusted it the Company (a) pays
a dividend or makes a  distribution  on its shares of Common  Stock (but not the
Series A Preferred  Stock) which is paid or made in shares of Common Stock,  (b)
subdivides or  reclassifies  its  outstanding  shares of Common  Stock,  (c) its
outstanding shares of Common Stock into a smaller of shares of Common Stock, (d)
issues  shares of Common  Stock,  or issues rights or warrants to all holders of
its Common Stock  entitling  them to subscribe  for a purchase  shares of Common
Stock (or securities  convertible into Common Stock) , at a price per share less
than the conversion price in effect  immediately  prior to the issuance thereof,
or (e)  distributes  to  all  holders  of  its  Common  Stock  evidences  of its


                                                                     Exhibit 4.1
<PAGE>


indebtedness  or assets  (excluding  any  dividend  paid in cash out of  legally
available  funds) subject to the limitation that adjustments by reason of any of
the foregoing  need not be made until they result in a cumulative  change in the
conversion  rate of at least five percent (5%). The conversion  rate will not be
adjusted upon the conversion of shares of Series A Preferred  Stock or presently
outstanding  stock  options  or  warrants.  For the  purpose of making the above
adjustments, the market price of a share of Common Stock shall be the average of
the closing bid and asked  prices for the Common  Stock on the  Over-The-Counter
market.

     In case of any  consolidation  or merger to which  the  Company  is a party
other  than a merger or  consolidation  in which the  Company  is the  surviving
corporation,  or in case of any sale or conveyance to another corporation of the
property of the company as an entirety or  substantially  as an entirety,  or in
case of any statutory  exchange of securities  with another  corporation,  there
will be no  adjustment  of the  conversion  price,  but each holder of shares of
Series A Preferred  Stock then  outstanding  will have the right  thereafter  to
convert  such  shares  into the kind and  amount  of  securities,  cash or other
property which he would have owned or have been entitled to receive  immediately
after such consolidation, merger, statutory exchange sale or conveyance had such
shares  been  converted  immediately  prior,  to  the  effective  date  of  such
consolidation , merger, statutory exchange, sale or conveyance. In the case of a
cash  merger  of  the  company  into  another  corporation  or  any  other  cash
transaction of the type mentioned above, the effect of these provisions would be
that the conversion features of the Series A Preferred Stock would thereafter be
limited to converting the Series A Preferred  Stock at the  conversion  price in
effect  at such time into the same  amount of shares  (Common  Stock or Series A
Preferred  Stock) that such holder would have received had such holder converted
the Series A Preferred  Stock  immediately  prior to the effective  date of such
cash  merger or  transaction.  Depending  upon the terms of such cash  merger or
transaction,  the aggregate  amount of cash so received in  conversion  could be
more or less than the liquidation preference of the Series A Preferred Stock.

     Series A  Preferred  Stock may be  converted  upon  surrender  of the stock
certificate at least three (3) days prior to the redemption  date at the offices
of the Corporation at: 4750 Kelso Creek Road, Weldon,  California 93283 with the
form of  "Election  to  Convert" on the  reverse  side of the stock  certificate
completed  and  executed  as  indicated.  Shares of  Common  Stock  issued  upon
conversion will be fully paid and non-assessable.


8.   VOTING RIGHTS. Except as herein or by law expressly provided,  the Series A
Preferred  Stock shall have no right or power to vote on any  question or in any
proceeding or to be  represented  at or to receive  notice of any meeting of the
stockholders.  If however, and whenever, at any time or times, dividends payable
on the Series A  Preferred  Stock  shall be in default  in an  aggregate  amount
equivalent to six full quarterly  dividends,  the outstanding Series A Preferred
Stock shall have the exclusive right,  voting  separately as a class, to elect a
majority of the directors of the Corporation,  and the remaining directors shall
be elected by the other class or classes of stock entitled to vote therefor,  at
each  meeting of the  stockholders  held for the purpose of electing  directors,
until such time as all  dividends  accumulated  on the series A Preferred  Stock
shall have been paid in full,  at which time the right of the Series A Preferred
Stock to vote and to be  represented  at and to receive notice of meetings shall


                                                                     Exhibit 4.1
<PAGE>


terminate,  except as herein or by law expressly provided,  subject to revesting
in the  event  of each and  every  subsequent  default  of the  character  above
mentioned.


     At any time  when  such  voting  power  shall  be  vested  in the  Series A
Preferred Stock as herein provided,  a proper officer of the Corporation  shall,
upon the  written  request of the holders of record of at least 10% in amount of
the Series A Preferred Stock then outstanding, addressed to the Secretary of the
Corporation,  call a special  meeting of the Series A Preferred Stock and of any
other class or classes having voting power with respect thereto, for the purpose
of electing  directors.  Such meeting shall be held at the earliest  practicable
date at the place for the  holding of annual  meetings  of  stockholders  of the
Corporation.  If such meeting  shall not be called by the proper  officer of the
Corporation  within 20 days after personal  service of the said written  request
upon the Secretary of the  Corporation  or within 20 days after mailing the same
within  the  United  States of  America  by  registered  mail  addressed  to the
Secretary  of the  Corporation  at its  principal  office  (such  mailing  to be
evidenced by the registry  receipt issued by the postal  authorities),  then the
holders of record of at least 10% in amount of the Series A Preferred Stock then
outstanding,  may designate in writing one of their number to call such meeting,
and such  meeting  may be called by such  person so  designated  upon the notice
required for annual meetings of stockholders  and shall be held at the place for
the holding of annual meetings of stockholders of the Corporation. Any holder of
Series A Preferred  Stock so designated  shall have access to the stock books of
the  Corporation  for the  purpose of causing a meeting  of  stockholders  to be
called pursuant to these provisions.

     At any meeting so called, and at any other meeting of stockholders held for
the purpose of electing  directors  at which the Series A Preferred  Stock shall
have the right,  voting  separately as a class, to elect directors as aforesaid,
the  presence in person or by proxy of one-third  of the  outstanding  shares of
Series A Preferred  Stock shall be required to constitute a quorum of such class
for the election of any director by the Series A Preferred Stock as a class.

     At any such meeting or adjournment  thereof, (a) the absence of a quorum of
the Series A Preferred Stock shall not prevent. the election of the directors to
be elected by the holders of stock  other than the Series A Preferred  Stock and
the absence of a quorum of stock  other than the Series A Preferred  Stock shall
not prevent the  election of the  directors  to be elected by the holders of the
Series A Preferred  Stock,  and (b) in the absence of such quorum  either of the
Series A Preferred Stock or of stock other than the Series A Preferred  Stock, a
majority of the holders, present in person or by proxy, of the stock which lacks
a quorum  shall  have power to  adjourn  the  meeting  for the  election  of the
directors  which they are entitled to elect,  from time to time,  without notice
other than announcement at the meeting, until a quorum shall be present.

     The term of office  of all  directors  in  office  at any time when  voting
power,  shall,  as  aforesaid,  be vested in the Series A Preferred  Stock shall
terminate upon the election of any new directors at any meeting of  stockholders
called for the purpose of electing directors.  Upon any termination of the right
of the Series A Preferred  Stock to vote for directors as herein  provided,  the
term of office of all directors then in office shall terminate upon the election
of new  directors  at a meeting  of the other  class or  classes of stock of the


                                                                     Exhibit 4.1
<PAGE>


Corporation  then entitled to vote for directors,  which may be held at any time
after such  termination  of voting right in the Series A Preferred  Stock,  upon
notice  as  above  provided,  and  shall  be  called  by  the  Secretary  of the
Corporation  upon  written  request  of  the  holders  of  record  of 10% of the
aggregate  number of outstanding  shares of such other class or classes of stock
then entitled to vote for directors.


9.   TWO-THIRDS VOTE TO CHANGE RIGHTS,  PREFERENCE,  AND POWERS.  So long as any
shares of Series A Preferred Stock are outstanding,  the Corporation  shall not,
without the  affirmative  vote at a meeting (the notice of which shall state the
general  character  of the  matters to be  submitted  thereat),  or the  written
consent with or without a meeting of the holders of at least 66-2/3% of the then
outstanding shares of Series A Preferred Stock:

     (a)  increase  the  authorized  amount  of  Series A  Preferred  Stock;  or
authorize or create,  or increase the authorized amount of, any additional class
of stock ranking prior to or on a parity with the Series A Preferred Stock as to
dividends or assets;  or authorize or create,  or increase the authorized amount
of, any class of stock or obligations  convertible  into or evidencing the right
to purchase any class of stock ranking prior to or on a parity with the Series A
Preferred Stock as to dividends or, assets; or

     (b) amend, alter or repeal any of the provisions of the rights, preferences
or powers of the outstanding Series A Preferred Stock fixed herein or determined
by the Board of  Directors as herein  authorized;  so as adversely to affect the
rights, preferences or powers of the Series A, Preferred Stock or its holders.

10.  STATUS OF ACQUIRED  SHARES.  Shares of Series A Preferred Stock redeemed by
the  Company or received  upon  conversion  pursuant  to Section 7 or  otherwise
acquired  by the  Company  will be  restored  to the  status of  authorized  but
unissued shares of Preferred  Stock,  without  designation as to class,  and may
thereafter be issued, but not as shares of Series A Preferred Stock.

11.  PREEMPTIVE  RIGHTS.  The Series A  Preferred  Stock in not  entitled to any
preemptive or subscription rights in respect of any securities of the Company.

12.  SEVERABILITY OF PROVISIONS.  Whenever possible, each provision hereof shall
be  interpreted in a manner as to be effective and valid under  applicable  law,
but if any  provision  hereof  is  held to be  prohibited  by or  invalid  under
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition  or,  invalidity,   without   invalidating  or  otherwise  adversely
affecting the remaining provisions hereof. If a court of competent  jurisdiction
should  determine  that a provision  hereof would be valid or  enforceable  if a
period of time were  extended  or  shortened  or a  particular  percentage  were
increased  or  decreased,  then  such  court  may make  such  change as shall be
necessary  to render  the  provision  in  question  effective  and  valid  under
applicable law.


                                                                     Exhibit 4.1
<PAGE>


Dated: November 11, 1996


                                    XPLORER,  S.A.


                                    BY: /s/ Thomas C. Roddy
                                       -------------------------------
                                       Thomas C. Roddy, President
   

                                    By: /s/ Steven B. Mortensen
                                       ------------------------------
                                       Steven B. Mortensen, Secretary


STATE OF IDAHO             )
                           )   ss.
County of ADA              )

     On this 14th day of November,  1996,  before me, the undersigned,  a Notary
Public in and for said State, personally appeared Thomas C. Roddy, and Steven B.
Mortensen, known to me to be the President and Secretary of the Corporation that
executed the  foregoing  instrument  or the persons who  executed the  foregoing
instrument on behalf of the said  Corporation,  and acknowledged to me that such
Corporation or authorized persons executed the same.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year in this certificate first above written.


By: /s/
NOTARY PUBLIC FOR:   IDAHO
My Commission Expires:   8-17-2001

(Stamp of the Secretary of State
for Nevada, dated Nov. 18, 1996)




                                                                     Exhibit 4.1