Exhibit 4.1

              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

                                   RELATING TO

                 SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

      Supreme Holdings, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Nevada (the
"Corporation"), DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of said Corporation effective the 16th
day of February, 2004 adopted the following resolution:

      RESOLVED, that out of the Corporation's 5,000,000 shares of preferred
stock, par value $0.0001 per share ("Preferred Stock"), there shall be a series
of Preferred Stock designated and known as "Series A Cumulative Convertible
Preferred Stock" consisting of 50,000 shares ("Series A Stock") with an
aggregate face value of $5,000,000 ($100 per share); which shall have the
following relative rights, preferences, voting powers, qualifications and
privileges:

      1. Voting.

      lA. General Voting Rights. Except as may be otherwise provided in
subparagraph 1B, the terms of the Series A Stock or by law, the Series A Stock
shall be entitled to notice of all stockholders' meetings in accordance with the
Corporation's By-laws and the holders of the Series A Stock shall be entitled to
vote on all matters submitted to the stockholders for a vote, including the
election of directors, together with the holders of the common stock, $0.0001
par value per share, of the Corporation ("Common Stock"). Each share of Series A
Stock shall be entitled to one vote for each share of Common Stock into which
the Series A Stock is convertible as of the record date for such vote or, if no
record date is specified, as of the date of such vote. The record date or, if no
record date is specified, the date of such vote, shall be the date used for the
determination of the number of shares of Common Stock into which the Series A
Stock is convertible for the purposes of such vote, such determination to be
otherwise made in accordance with subparagraph 4B hereof.

      2B. Separate Voting Rights. In addition to the general voting rights set
forth in subparagraph 1A, but subject to the qualifications hereinafter set
forth, the holders of the Series A Stock shall have the right to vote,
separately as a single class, at a meeting of the holders of the Series A Stock
or by such holders' written consent or at any annual or special meeting of the
stockholders of the Corporation on any of the following matters: (i) the
creation, authorization, or issuance of any class or series of shares ranking
ahead of the Series A Stock, dissolution, or winding up of the Corporation, and
(ii) any agreement or other corporate action which would adversely affect the
powers, rights, or preferences of the holders of the Series A Stock. A majority
of the shares of Series A Stock, represented in person or by proxy, shall
constitute a quorum at any meeting of the holders of the Series A Stock. Action
may be taken at any meeting of the Series A Stock holders at which a quorum is
present by the holders of a majority of the shares of Series A Stock represented
at such meeting in person or by proxy. The holders of Series A Stock may take
action, in lieu of a meeting, by a written consent signed by the holders of such
number of shares of Series A Stock as is required to approve such action at any
meeting of the holders of Series A Stock.


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      2. Dividends.

      2A. Cumulative Dividends. The holders of record of the Series A Stock
shall be entitled to receive cumulative dividends at a rate of ten percent (10%)
per annum on the face value ($100 per share) denominated thereon (subject to
adjustment for stock splits, stock dividends, reorganization reclassification or
similar events) (the "Adjusted Face Value"). At the discretion of the
Corporation, any and all dividends, when paid, shall be payable in additional
shares of Series A Stock in lieu of cash. On and after the first Dividend
Payment Date which is twenty four (24) months after the date of issuance of the
Series A Stock, any holder of the Series A Stock may elect to have dividends
paid in cash. The Series A Stock shall bear anew dividend rate of fifteen
percent (15%) per annum on the Adjusted Face Value if the Series A Stock is not
convertible into Common Stock within six months after the issuance of the Series
A Stock because the Corporation does not at such future date have available
sufficient shares of Common Stock necessary to fulfill the conversion requests
of the holders of Series A Stock.

      2B. Payment. Dividends on shares of Series A Stock that have not been
redeemed or converted shall be payable quarterly in arrears, when and as
declared by the Board, commencing on March 31, 2004, and continuing on each
March 31, June 30, September 30 and December 31 or the next business day if such
date falls on a Saturday, Sunday, or legal holiday (each such date being
hereinafter referred to as a "Dividend Payment Date'), of each year to holders
of record as they appear on the records of the Corporation on any record date
not exceeding sixty (60) days preceding such Dividend Payment Date. Dividends in
arrears may be declared by the Board and paid at any time out of funds legally
available therefor, without reference to any regular Dividend Payment Date, to
holders of record on any record date, not exceeding sixty (60) days preceding
the payment date thereof, as may be fixed by the Board.

      2C. Default in Payment. Dividends on the Series A Stock shall commence to
accrue and shall be cumulative from and after the date of initial issuance
thereof whether or not declared by the Board. To the extent that dividends
remain unpaid after the applicable Dividend Payment Date, they shall accrue
interest at a rate of ten (10 %) per annum until paid and shall be a continuing
obligation of the Corporation. Cash dividends paid on the shares of Series A
Stock in an amount less than the total amount of dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.

      2D. Dividends on Common or Junior Stock. No dividend or distribution
(other than a dividend or distribution paid in Common Stock or in any other
Junior Stock (as defined below) shall be declared or paid or set aside for
payment on the Common Stock or on any other Junior Stock, nor shall any Common
Stock or any other Junior Stock be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for shares of Common Stock or other Junior Stock)
unless, in each case, full cumulative dividends on all outstanding shares of the
Series A Stock shall have been declared and paid through and including the most
recent Dividend Payment Date.

      "Junior Stock" shall mean the Common Stock and all other equity securities
of the Corporation over which the Series A Stock has preference or priority in
the payment of dividends, in the distribution of assets, upon redemption and
upon dissolution, liquidation or winding up, voluntary or involuntary, of the
Corporation.


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      "Parity Stock" shall mean the stock or class of stock, the holders of
which shall be entitled to the receipt of dividends or of amounts distributable
upon redemption or upon dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, in proportion to their respective
dividend rates or liquidation prices or values, without preference or priority,
one over the other, as between the holders of such stock or class of stock and
the holders of shares of the Series A Stock.

      3. Liquidation. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any distribution or
payment is made with respect to any Junior Stock, holders of each share of
Series A Stock shall be entitled to be paid an amount equal to the greater of
(i) the face value denominated thereon (subject to adjustment for stock splits,
stock dividends, reorganizations, reclassification or other similar events) (the
"Adjusted Face Value") plus, in the case of each share, an amount equal to all
dividends accrued or declared but unpaid thereon, computed to the date payment
thereof is made available, or (ii) such amount per share of Series A Stock as
would have been payable had each such share been converted to Common S tock
pursuant to paragraph 4 hereof immediately prior to such liquidation,
dissolution or winding up, and the holders of Series A Stock shall not be
entitled to any further payment, such amount payable with respect to Series A
Stock being sometimes referred to as the "Liquidation Payments". If upon such
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the assets to be distributed among the holders of Series A Stock,
and any and all Parity Stock, after distribution on any Senior Stock, shall be
insufficient to permit payment to the holders of Series A Stock of the amount
distributable to such parties, then the entire assets of the Corporation
available to be so distributed, if any, shall be distributed among the holders
of the Series A Stock and the holders of any and all Parity Stock pro rata so
that the amount of assets distributed with respect to the Series A Stock and the
Parity Stock shall bear to each other the same ratio that liquidation payments
due per share of Series A Stock and Parity Stock bear to each other. Upon any
such liquidation, dissolution or winding up of the Corporation, after the
holders of Series A Stock and any Parity Stock shall have been paid in full the
entire Liquidation Payments to which they shall be entitled, the remaining net
assets of the Corporation may be distributed to the holders of Junior Stock.
Written notice of such liquidation, dissolution or winding up, stating a payment
date, the amount of the Liquidation Payments and the place where said
Liquidation Payments shall be payable, shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by reputable
overnight courier service, not less than 20 days prior to the payment date
stated therein, to the holders of record of Series A Stock entitled to such
Liquidation Payments, such notice to be addressed to each such holder at its
address as shown by the records of the Corporation. The consolidation or merger
of the Corporation into or with any other entity or entities which results in
the exchange of outstanding shares of the Corporation for securities or other
consideration issued or paid or caused to be issued or paid by any such entity
or affiliate thereof (other than a merger to reincorporate the Corporation in a
different jurisdiction), and the sale, lease, abandonment, transfer or other
disposition by the Corporation of all or substantially all its assets, shall be
deemed to be a liquidation, dissolution or winding of the Corporation within the
meaning of the provisions of this paragraph 3 ("Deemed Liquidation").

      4. Conversion.

      4A. Optional Conversion. At any time after December 31, 2003, the shares
of Series A Stock and all accrued but unpaid dividends owing thereon through the
date of conversion shall be convertible, at the option of the holder, into
shares of Common Stock. In the event of a conversion, the number of shares of
Common Stock to be issued on account of each share of Series A Stock shall be
determined by dividing (i) the Adjusted Face Value plus the amount of any
accrued but unpaid dividends thereon by (ii) $0.20 (the "Per Share Conversion
Price"). The Per Share Conversion Price


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shall be adjusted similarly to the face value for stock splits, stock dividends,
reorganization, reclassification or similar events in a manner that maintains
the ratio of the Adjusted Face Value to the Per Share Conversion Price as of the
date of issuance of the Series A Stock.

      4B. Mechanics of Conversion. To effect a conversion of shares of Series A
Stock, the holder of the shares of Series A Stock shall give written notice to
the Corporation of its intention to convert such shares and the date upon which
such conversion is to occur. Such notice shall also state the date, place and
time at which the holder of the shares of Series A Stock to be converted is to
tender the shares of Series A Stock being converted into shares of Common Stock
to be delivered at such time by the Corporation. On the date set forth in such
notice, the shares of Series A Stock to be converted shall no longer be
outstanding and shall thereafter represent only the right to receive the shares
of Common Stock issuable upon the conversion thereof. The shares of Common Stock
issued upon such conversion shall bear a restrictive legend substantially as
follows:

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.
SUCH SHARES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS AND THE DELIVERY TO THE COMPANY OF A WRITTEN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

      4C. Fractional Shares: Dividends. No fractional shares shall be issued
upon conversion of Series A Stock into Common Stock. If any fractional share of
Common Stock would, except for the provisions of the first sentence of this
subparagraph 4C, be delivered upon such conversion, the Corporation, in lieu of
delivering such fractional share, shall pay to the holder of the Series A Stock
being converted an amount in cash equal to the Fair Market Value applicable to
such fraction of a share. No holder of Series A Stock, upon conversion, shall be
entitled to receive any payments or adjustments to the number of shares of
Common Stock to be received upon conversion for any dividends declared on the
Common Stock prior to the date of such conversion effected under this paragraph
4.

      For the purposes hereof, the "Fair Market Value" of a share of Common
Stock shall be the last reported sale price of a share of Common Stock on any
national securities exchange or, if not listed on any such exchange, the average
of the bid and asked prices of such share as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or the
Over-The-Counter Bulletin Board ("OTC BB") or a comparable agency; or, if no
such reports are rendered by the NASDAQ, OTC BB or a comparable agency, the fair
market value per share as determined in good faith by the Board of Directors of
the Corporation.

      4D. Reorganization or Reclassification. If any capital reorganization or
reclassification capital of the capital stock of the Corporation shall be
effected in such a way that holders of Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for Common Stock,
then, as a condition of such reorganization or reclassification, lawful and
adequate provisions shall be made whereby each holder of a share or shares of
Series A Stock shall thereupon have the right to receive, upon the basis and
upon the terms and conditions specified herein and in lieu of the shares of
Common Stock immediately theretofore receivable upon the conversion of such
share or shares of Series A Stock, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for a number of
outstanding shares of


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such Common Stock equal to the number of shares of such Common Stock immediately
theretofore receivable upon such conversion had such reorganization or
reclassification not taken place, and in any such case appropriate provisions
shall be made with respect to the rights and interests of such holder to the end
that the provisions hereof shall thereafter be applicable, as nearly as may be,
in relation to any shares of stock, securities or assets thereafter deliverable
upon conversion.

      4E. Other Notices. In case at any time:

      (i)   the corporation shall declare any dividend upon any Junior Stock or
            Parity Stock payable in cash or stock or make any other distribution
            to the holders of any Junior Stock or Parity Stock;

      (ii)  the Corporation shall offer for subscription pro rata to the holders
            of any Junior Stock or Parity Stock any additional shares of stock
            of any class or other rights;

      (iii) there shall be any capital reorganization or reclassification of the
            capital stock of the Corporation, or a consolidation or merger of
            the Corporation with or into another entity or entities, or a sale,
            lease, abandonment, transfer or other disposition of all or
            substantially all its assets; or

      (iv)  there shall be a voluntary or involuntary dissolution, liquidation
            or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested and postage
prepaid, or by reputable overnight courier service, charges prepaid, addressed
to each holder of shares of Series A Stock at the address of such holder as
shown on the books of the Corporation, (a) at least 20 days prior written notice
of the date which the books of the Corporation shall close or a record shall be
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect of any such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up and
(b) in the case of any such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding up, at least 20 days
prior written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause (a) shall also specify, in the case of any
such dividend, distribution or subscription rights, the date on which the
holders of Common Stock shall be entitled thereto and such notice in accordance
with the foregoing clause (b) shall also specify the date on which the holders
of Common Stock shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding up, as
the case may be.

      4F. No Reissuance of Series A Stock. Shares of Series A Stock which are
converted into shares of Common Stock as provided herein shall not be reissued.

      4G. Issue Tax. The issuance of certificates for shares of Common Stock
upon conversion of Series A Stock shall be made without charge to the holders
thereof for any issuance tax in respect thereof, provided that the Corporation
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the holder of the Series A Stock which is being converted.


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      4H. Closing of Books. The Corporation will at no time close its transfer
books against the transfer of any Series A Stock or of any shares of Common
Stock issued or issuable upon the conversion of any shares of Series A Stock in
any manner which interferes with the timely conversion of such Series A Stock,
except as may otherwise be required to comply with applicable securities laws.

      4J. Definition of Common Stock. As used herein, the term "Common Stock"
shall mean and include the Corporation's authorized Common Stock, par value
$0.0001 per share, as constituted on the date of filing of these terms of the
Series A Stock, and shall also include any capital stock of any class of the
Corporation thereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; provided that the
shares of Common Stock receivable upon conversion of shares of Series A Stock
shall include only shares designated as Common Stock of the Corporation on the
date of filing of this instrument, or in case of any reorganization or
reclassification of the outstanding shares thereof, the stock, securities or
assets provided for in subparagraph 4D hereof.

      5. Redemption.

      5A. Optional Redemption. The Corporation may, at its option, at any time
commencing two (2) years after the initial date of issuance of the Series A
Stock, redeem all or any portion of the outstanding shares of Series A Stock.

      5B. Redemption Price and Payment. The Series A Stock to be redeemed on the
Redemption Date (as defined in paragraph 5C hereof) shall be redeemed by paying
for each share an amount equal to the Adjusted Face Value, plus an amount equal
to all dividends accrued or declared but unpaid thereon (the "Redemption
Price"), computed to the Redemption Date. Such payment shall be made in full on
the Redemption Date to the holders entitled thereto.

      5C. Redemption Mechanics. The Corporation must give the holders(s) of the
Series A Stock at least thirty (30) days prior written notice (the "Redemption
Notice") of such redemption. The Redemption Notice will be sent to the
holders(s) of Series A Stock at the address indicated of record on the
Corporation's stockholders' list and will indicate (a) the number of shares of
Series A Stock held by such holder or holders, (b) the number of shares being
redeemed by the Corporation, and (c) the date on which such redemption shall
take place (such date being referred to herein as the "Redemption Date"), which
date shall not be fewer than thirty (30) days from the date the applicable
Redemption Notice is delivered from the Corporation by delivery in person,
certified or registered mail, return receipt requested, postage prepaid or by
reputable overnight courier service, charges prepaid to the holder. From and
after the close of business on the Redemption Date, unless there shall have been
a default in the payment of the Redemption Price, all rights of holders of
shares of Series A Stock being redeemed (except the right to receive the
Redemption Price) shall cease with respect to such shares, and such shares shall
not thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.

      5D. Redeemed or Otherwise Acquired Shares to be Retired. Any shares of
Series A Stock redeemed pursuant to this paragraph 5 or otherwise acquired by
the Corporation in any manner whatsoever shall be cancelled and shall not under
any circumstances be reissued; and the Corporation may from time to time take
such appropriate corporate action as may be necessary to reduce accordingly the
number of authorized shares of Series A Stock.


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      5E. Priority of Redemption. The Series A Stock shall have priority over
shares of all Junior Stock, including but not limited to Common Stock, with
respect to the rights of redemption set forth in this paragraph 5. In the event
the Corporation has insufficient funds to redeem all of the Series A Stock at
the then applicable Redemption Price, The Corporation shall not be permitted to
redeem shares of Junior Stock until such time as the Corporation has redeemed
all of the issued and outstanding Series A Stock.

      5F. Surrender of Certificates. Each holder of shares of Series A Stock to
be redeemed shall surrender the certificates(s) representing such shares to the
Corporation at the principal offices of the Corporation or such other place as
the Corporation may designate in writing on the Redemption Date and upon the
payment of the full Redemption Price for such shares as set forth in this
Paragraph 5 in order of the person whose name appears on such certificate(s),
each surrendered certificate shall be cancelled and retired. In the event some
but not all of the shares of Series A Stock represented by the certificates)
surrendered by a holder are being redeemed, the Corporation shall execute and
deliver to or on the order of the holder, at the expense of the Corporation, a
new certificate representing the number of shares of Series A Stock which were
not redeemed

      6. Restrictions and Limitations. For so long as any shares of Series A
Stock remain outstanding, and subject to the right of holders of Series A Stock
to vote on certain matters separately as a class pursuant to paragraph 1B
hereof, the Corporation shall not, without the approval of the holders of at
least a majority of the then outstanding shares of Series A Stock.

      (i)   redeem, purchase or otherwise acquire for value (or pay into or set
            aside a sinking fund for such purpose) any shares of Junior Stock,
            including without limitation, shares of Common Stock, but excluding
            shares of the Corporation's Redeemable Stock;

      (ii)  amend, repeal or change any provision of, or add any provision to,
            this Designation of Preferences;

      (iii) amend, repeal or change any provision of the Corporation's Restated
            and Amended Certificate of Incorporation or By-laws if such action
            would materially adversely impact the Series A Stock or the
            designation, powers, preferences and rights and the qualifications,
            limitations and/or restrictions thereof provided for herein;

      (iv)  permit any significant subsidiary to issue capital stock to any
            person other than the Corporation or a wholly owned subsidiary
            (other than as nominee for the Corporation or a wholly owned
            subsidiary of the Corporation to comply with applicable law);

      (v)   authorize, designate, issue, and sell shares of preferred stock with
            powers, rights and preferences prior or senior to or on a parity
            with any powers, rights and preferences of the Series A stock; or

      (vi)  issue any Common Stock or warrants or options to purchase Common
            Stock to employees, officers or directors exceeding in the aggregate
            five percent (5%) of the aggregate amount of Common Stock and
            warrants and options to purchase Common Stock outstanding on the
            date hereof, excluding any such issuances pursuant to the
            Corporation's current plans providing for the issuance of Common
            Stock or warrants or options to purchase Common Stock to employees,
            officers and directors and such subsequently adopted plans as may be
            approved by the holders of the Series A Stock.


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      7. Additional Rights; Demand and Piggyback Registration Rights. The Series
A Stock is also entitled to the rights and benefits, including without
limitation certain demand and piggyback registration rights, set forth in the
Preferred Stock Purchase Agreement entered into by and between the Corporation
and each holder of the Series A Stock.

      SECOND: That the aforesaid resolution was duly adopted in accordance with
the applicable provisions of the General Corporation Law of the State of Nevada.

      IN WITNESS WHEREOF, said Corporation has caused this Designation of
Preferences to be signed by Charles T. Phillips, its Chief Executive Officer,
and attested by Sandy Livney, its Secretary, this the 16th day of February,
2004, and by execution hereof does declare and certify that this is the act and
deed of the Corporation and the facts herein stated are true.


                                   /s/ Charles T. Phillips
                                   ---------------------------------------------
                                   Charles T. Phillips, Chief Executive Officer


                                   /s/ Sandy Livney
                                   ---------------------------------------------
                                   Sandy Livney, Secretary


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