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                                                                     EXHIBIT 4.1



CERTIFICATE OF THE DESIGNATION, PREFERENCES
RIGHTS AND LIMITATIONS OF
SERIES B CUMULATIVE PREFERRED STOCK
OF
MICRO-MEDIA SOLUTIONS, INC.

         Micro-Media Solutions, Inc., hereinafter called the "Corporation", a
corporation organized and existing under the laws of the State of Utah,

         DOES HEREBY CERTIFY:

         That, pursuant to authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, and pursuant to Section
16-10a-602 of the Utah Business Corporation Act, such Board of Directors by the
unanimous written consent of its members dated effective November 10, 1997
adopted a resolution providing for the issuance of a series of Four Hundred
Twenty Thousand (420,000) shares of Series B 5% Cumulative Convertible
Non-Voting Preferred Stock, $5.30 stated value per share, which resolution is as
follows:

         RESOLVED, that pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation, the Series B 5% Cumulative
Convertible Non-Voting Preferred Stock, $5.30 stated value per share ("Series B
Preferred Stock"), is hereby authorized and created, said series to consist of
up to Four Hundred Twenty Thousand (420,000) shares of Series B Preferred Stock.
The voting powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations or restrictions thereof
shall be as follows:

1.       Stock or Cash Dividends on Series B Preferred Stock

a. The dividends are payable in cash or shares of the Corporation's common
stock, $.10 par value ("Common Stock"), at the option of each of the holders of
the Series B Preferred Stock. The holders of the Series B Preferred Stock shall
be entitled to receive cumulative dividends at the annual rate of 5% of the
Liquidation Amount (defined hereafter) per share, payable quarterly on the last
day of March, June, September, and December, in arrears, commencing December 31,
1997 (each a "Dividend Payment Date"). Notwithstanding the foregoing, if any
Dividend Payment Date is not a Business Day (as hereinafter defined), such
dividend shall be paid on the next succeeding Business Day. "Business Day" shall
mean any day that is not a Saturday, Sunday or a day on which banks in Austin,
Texas, are obligated or permitted by law or executive order to close.
"Liquidation Amount" with respect to any Share of Series B Preferred Stock on
any date shall mean the sum of (i) $5.30 and (ii) the amount of any accrued and
unpaid dividends with respect to such share on such date. Dividends on each
share of Series B Preferred Stock shall begin to accrue and shall cumulate from
the date of original issue of such share ("Issue Date"), whether or not
declared, and shall be payable to the holder of such share on the record date
(as defined in Section 1(b) below). Dividends on account of arrears for any past
dividend periods may be declared and paid at any time, without reference to any


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regular dividend payment date, to holders of record on a record date fixed for
such payment by the Board of Directors of the Corporation or by a committee of
such Board duly authorized to fix such date by resolution designating such
committee. To the extent not paid on a Dividend Payment Date, all dividends
which have accrued on each share outstanding during the Dividend Period (as
defined below) ending on such Dividend Payment Date shall be added to the
Liquidation Amount of such share and shall remain a part thereof until such
dividends are paid. When the Board of Directors declares a dividend, such
dividend shall be payable in shares of its Common Stock and the number of shares
to be issued shall be based on "Current Market Price" of the Common Stock. The
"Current Market Price" of the Common Stock shall be deemed to be the average of
the daily "Closing Prices" for the thirty (30) consecutive trading days
preceding the payment date. The "Current Market Price" of the Common Stock or
other class of capital stock or securities of the Corporation or any other
issuer which is not publicly traded shall mean the fair value thereof as
determined by an independent investment banking firm or appraisal firm
experienced in the valuation of such securities or properties selected in good
faith by the Board of Directors of the Corporation or a committee thereof or, if
no such investment banking or appraisal firm is, in the good faith judgment of
the Board of Directors of the Corporation or such committee, available to make
such determination, as determined in good faith judgment of the Board of
Directors or such committee. The "Closing Price" shall mean the last reported
sales price on the principal securities exchange on which the Common Stock is
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Association of Securities Dealers
Automatic Quotations System, or if the Common Stock is not listed or admitted to
trading on any national securities exchange or quoted on the National
Association of Securities Dealers Automated Quotations System, in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Corporation for that purpose.

a. Dividends on the Series B Preferred Stock shall be payable to holders of
record as they appear on the books of the Corporation as of the close of
business on any record date for the payment of dividends. The record dates for
payment of dividends shall be the 15th day of March, June, September and
December.

a. Dividends payable on the Conversion Date (as defined in Section 2(b) below)
of the Series B Preferred Stock shall be calculated on the basis of the actual
number of days elapsed (including the Conversion Date) over a 365-day year.

1. Conversion of Series B Preferred Stock into Common Stock

a. At any time on or after tbe issuance, each holder of shares of Series B
Preferred Stock may, at his option, convert any or all such shares on the terms
and conditions set forth in this Section 2, into fully paid and non-assessable
shares of the Corporation's Common Stock. The number of shares of Common Stock
into which each share of Series B Preferred Stock may be converted shall be
determined by dividing the Liquidation Amount by the Conversion Price (as
defined herein) in effect at the time of conversion. The Conversion Price per
share at which shares of Common Stock shall be initially issuable upon
conversion of any shares of Series B Preferred Stock shall be $0.53, subject so
adjustment provided below.


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a. To exercise his conversion privilege, the holder of any shares of Series B
Preferred Stock shall surrender to the Corporation during regular business hours
at the principal executive offices of the Corporation or the offices of the
transfer agent for the Series B Preferred Stock or at such other place as may be
designated by the Corporation, the certificate or certificates for the shares to
be converted, duly endorsed for transfer to the Corporation (if required by it),
accompanied by written notice stating that the holder irrevocably elects to
convert such shares. Conversion shall be deemed to have been effected on the
date when such delivery is made, and such date is referred to herein as the
"Conversion Date". Within three (3) business days after she date on which such
delivery is made, the Corporation shall issue and send (with receipt to be
acknowledged) to the holder thereof or the holder's designee, at the address
designated by such holder, a certificate or certificates for the number of full
shares of Common Stock to which the holder is entitled as a result of such
conversion, and cash with respect to any fractional interest of a share of
Common Stock as provided in paragraph (d) of this Section 2. The holder shall be
deemed to have become a stockholder of record of the number of shares of Common
Stock into which the shares of Series B Preferred Stock have been converted on
the applicable Conversion Date unless the transfer books of the Corporation are
closed on that date, in which event he shall be deemed to have become a
stockholder of record of such shares on the next succeeding date on which the
transfer books are open, but the Conversion Price shall be that in effect on the
Conversion Date. Upon conversion of only a portion of the number of shares of
Series B Preferred Stock represented by a certificate or certificates
surrendered for conversion, the Corporation shall within three (3) business days
after the date on which such delivery is made, issue and send (with receipt to
be acknowledged) to the holder thereof or the holder's designee, at the address
designated by such holder, a new certificate covering the number of shares of
Series B Preferred Stock representing the unconverted portion of the certificate
or certificates so surrendered.

a. No fractional shares of Common Stock or scrip shall be issued upon conversion
of shares of Series B Preferred Stock. If more than one share of Series B
Preferred Stock shall be surrendered for conversion at any 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
Series B Preferred Stock so surrendered. Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of any shares of
Series B Preferred Stock, the Corporation shall make an adjustment in respect of
such fractional interest equal to the fair market value of such fractional
interest, to the nearest 1/100th of a share of Common Stock, in cash at the
Current Market Price (as defined in section 1(a)) on the business day preceding
the effective date of the conversion.

a. The Corporation shall pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of Series B Preferred Stock pursuant hereto. The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that in which the Series B Preferred Stock is converted were
registered, and no such issue and delivery shall be made unless and until the
person requesting such issue has paid to the Corporation the amount of any such
tax, or has established, to the satisfaction of the Corporation, that such tax
has been paid.


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a. The Corporation shall at all times reserve for issuance and maintain
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Series B Preferred Stock, the full
number of shares of Common Stock deliverable upon the conversion of all Series B
Preferred Stock from time to time outstanding. The Corporation shall from time
to time (subject to obtaining necessary director and stockholder action), in
accordance with the laws of the State of Utah, increase the authorized number of
shares of its Common Stock if at any time the authorized number of shares of its
Common Stock remaining unissued shall not be sufficient to permit the conversion
of all of the shares of Series B Preferred Stock at the time outstanding.

a. If any shares of Common Stock to be reserved for the purpose of conversion of
shares of Series B Preferred Stock require registration or listing with, or
approval of, any governmental authority, stock exchange or other regulatory body
under any federal or state law or regulation or otherwise, including
registration under the Securities Act of 1933, as amended, and appropriate state
securities laws, before such shares may be validly issued or delivered upon
conversion, the Corporation will in good faith and at its expense and as
expeditiously as possible meet such registration, listing or approval, as the
case may be.

a. All shares of Common Stock which may be issued upon conversion of the shares
of Series B Preferred Stock will upon issuance by the Corporation be validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issuance thereof.

a. The Conversion Price in effect shall be subject to adjustment from time to
time as follows:

i. Stock Splits, Dividends and Combinations. In the event that the Corporation
shall at any time subdivide the outstanding shares of Common Stock, or shall pay
or make a dividend or distribution on any class of capital stock of the
Corporation in Common Stock, the Conversion Price in effect immediately prior to
such subdivision or the issuance of such dividend shall be proportionately
decreased, and in case the Corporation shall at any time combine the outstanding
shares of Common Stock the Conversion Price in effect immediately prior to such
combination shall be proportionately increased, effective at the close of
business on the date of such subdivision, dividend or combination as the case
may be.

ii. Non-Cash Dividends, Stock Purchase Rights, Capital Reorganizations and
Dissolutions. In the event:

a. that the Corporation shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend, or any other
distribution, payable otherwise than in cash or shares of Common Stock; or

b. that the Corporation shall take a record of the holders of its Common Stock
for the purpose of entitling them to subscribe for or purchase any shares of
stock of any class or other securities, or to receive any other rights; or



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c. of any capital reorganization of the Corporation, reclassification of the
capital stock of the Corporation (other than a subdivision or combination of its
outstanding shares of Common Stock), consolidation or merger of the Corporation
with or into another corporation, share exchange for all outstanding shares of
Common Stock under a plan of exchange to which the Corporation is a party, or
conveyance of all or substantially all of the assets of the Corporation to
another corporation; or

d. of the voluntary or involuntary dissolution, liquidation or winding up of the
Corporation;

then, and in such case, the Corporation shall cause to be mailed to the holders
of record of the outstanding Series B Preferred Stock, at least ten days prior
to the date hereinafter specified, a notice stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger, share
exchange, conveyance, dissolution, liquidation, or winding up is to take place
and the date, if any is to be fixed, as of which holders of Corporation
securities of record shall be entitled to exchange their shares of Corporation
securities for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, share exchange,
conveyance, dissolution, liquidation, or winding up.

i. The Corporation will, not by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger, share
exchange, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of an of the terms
to be observed or performed hereunder by the Corporation, but will at all time
in good faith assist the carrying out of all the provisions of paragraph 2(h)
and in the taking of all such actions as may be necessary or appropriate in
order to protect the conversion rights of the holders of the Series B Preferred
Stock against impairment.

j. Upon the occurrence of each adjustment or readjustment of the Conversion
Price pursuant to paragraph 2(h), the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof, and
prepare and furnish to each holder of Series B Preferred Stock a certificate
signed by the chief financial officer of the Corporation setting forth (i) such
adjustment or readjustment, (ii) the Conversion Price at the time in effect, and
(iii) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of such
holder's shares.

j. In case any shares of Series B Preferred Stock shall be converted pursuant to
Section 2(a) hereof, the shares so converted shall be restored to the status of
authorized but unissued shares of preferred stock, without designation as to
class or series, and may thereafter be reissued, but not as shares of Series B
Preferred Stock.



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3. Director Nomination.

         For a period of five (5) years from the date of issuance of the Series
B Preferred Stock, the holders of the Series B Preferred Stock shall have the
right to nominate one (1) member to the slate of nominees to the Board of
Directors and the Corporation will cause such nominee to be elected to the
Corporation's Board of Directors.

4. Liquidation Rights.

a. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of shares of Series B Preferred Stock
then outstanding shall be entitled to receive out of assets of the Corporation
available for distribution to stockholders, after payment in full of the
liquidation distribution to which holders of the preferred stock with a
liquidation preference are entitled, but before any distribution of assets is
made to holders of Common Stock or of any other class of capital stock of the
Corporation ranking junior to the Series B Preferred Stock as to liquidation, an
amount equal to the Liquidation Amount. It is understood that the Series B
Preferred Stock shall be junior in rank to the Series A Preferred Stock. If upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the amounts payable with respect to the Series B Preferred Stock
and any other shares of stock of the Corporation ranking as to any such
distribution on a parity with the Series B Preferred Stock are not paid in full,
the holders of the Series B Preferred Stock and of such other shares shall share
ratably in any such distribution of assets of the Corporation in proportion to
the full respective preferential amounts to which they are entitled. After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of shares of Series B Preferred Stock shall not be
entitled to any further participation in any distribution of assets by the
Corporation.

a. Neither the consolidation of nor merging of the Corporation with or into any
other corporation or corporations, nor the sale or lease of all or substantially
all of the assets of the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of any of the
provisions of this Section 5.

a. In the event of a voluntary or involuntary liquidation, dissolution, or
winding up of the Corporation, the Corporation shall, within 10 days after the
date the Board of Directors approves such action, or within 20 days prior to any
stockholders' meeting called to approve such action, or within 20 days after the
commencement of any involuntary proceeding, whichever is earlier, give each
holder of shares of Series B Preferred Stock initial written notice of the
proposed action. Such initial written notice shall describe the material terms
and conditions of such proposed action, including a description of the stock,
cash and property to be received by the holders of shares of Series B Preferred
Stock upon consummation of the proposed action and the date of delivery thereof.
If any material change in the facts set forth in the initial notice shall occur,
the Corporation shall promptly give written notice to each holder of shares of
Series B Preferred Stock of such material change. The Corporation shall not
consummate any voluntary or involuntary liquidation, dissolution, or winding up
of the Corporation before the expiration of 30 days after the mailing of the
initial notice or 10 days after the mailing of any subsequent written notice,
whichever is later; provided that any such 30-day or 10-day period may be
shortened upon the written consent of the holders of all of the outstanding
shares of Series B


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Preferred Stock.

a. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation which will involve the distribution of assets
other than cash, the Corporation shall promptly engage competent independent
appraisers to determine the value of the assets to be distributed to the holders
of shares of Series B Preferred Stock and the holders of shares of Common Stock.
The Corporation shall upon receipt of such appraiser's valuation, give prompt
written notice to each holder of shares of Series B Preferred Stock of the
appraiser's valuation.

5. Limitations.

a. So long as any shares of Series B Preferred Stock are outstanding, the
Corporation shall not, without affirmative vote or with the written consent of
the holders of at least 662/3% of the outstanding shares of Series B Preferred
Stock, voting separately as a class:

i. Amend, alter or repeal any provision of the Articles of Incorporation or
Bylaws of the Corporation or file any Certificate of Designation so as to affect
adversely the relative rights, preferences, qualifications, limitation or
restrictions of the Series B Preferred Stock.

b. The provisions of this paragraph 5 shall not in any way limit the right and
the power of the Corporation to:

i. Increase the total number of authorized shares of Common Stock; or

ii. Issue bonds, notes, mortgages, debentures, and preferred stock ranking
junior to the terms of the Series B Preferred Stock and other obligations, and
to incur indebtedness to banks and to other lenders.

3. This resolution was duly adopted by the Board of Directors of the Corporation
and shareholder action was not required.

4. The foregoing resolution does not provide for an exchange, reclassification,
or cancellation of issued shares of the Corporation.

5. IN WITNESS WHEREOF, Micro-Media Solutions, Inc. has caused this certificate
to be signed by Jose Chavez, its President, and attested by Mitchell C.
Kettrick, its Secretary, this 11th day of November, 1997.

MICRO-MEDIA SOLUTIONS, INC.
By /s/ JOSE CHAVEZ, President


ATTEST:
By /s/ Mitchell C. Kettrick, Secretary