EXHIBIT 4.1

                             RIGHTS OF SHAREHOLDERS

Annual Meeting. The annual meeting of the shareholders of the corporation for
the election of officers and for such other business as may properly come before
the meeting shall be held at such time and place as designated by the Board of
Directors.

Special Meeting. Special meetings of the shareholders shall be held when
directed by the President or when requested in writing by shareholders holding
at least 10% of the Corporation's stock having the right and entitled to vote at
such meeting. A meeting requested by shareholders shall be called by the
President for a date not less than 10 nor more than 60 days after the request is
made. Only business within the purposes described in the meeting notice may be
conducted at a special shareholders I meeting.

Place. Meetings of the shareholders will be held at the principal place of
business of the Corporation or at such other place as is designated by the Board
of Directors.

Notice. A written notice of each meeting of shareholders shall be mailed to each
shareholder having the right and entitled to vote at the meeting at the address
as it appears on the records of the Corporation. The meeting notice shall be
mailed not less than 10 nor more than 60 days before the date set for the
meeting. The record date for determining shareholders entitled to vote at the
meeting will be the close of business on the day before the notice is sent. The
notice shall state the time and place the meeting is to be held. A notice of a
special meeting shall also state the purposes of the meeting. A notice of
meeting shall be sufficient for that meeting and any adjournment of it. If a
shareholder transfers any shares after the notice is sent, it shall not be
necessary to notify the transferee. All shareholders may waive notice of a
meeting at any time.

Shareholder Quorum. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders. Any
number of shareholders, even if less than a quorum, may adjourn the meeting
without further notice until a quorum is obtained.

Shareholder Voting. If a quorum is present, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on the subject
matter shall be the act of the shareholders. Each outstanding share shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. An alphabetical list of all shareholders who are entitled to
notice of a shareholders' meeting along with their addresses and the number of
shares held by each shall be produced at a shareholders' meeting upon the
request of any shareholder.


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Proxies. A shareholder entitled to vote at any meeting of shareholders or any
adjournment thereof may vote in person or by proxy executed in writing and
signed by the shareholder or his attorney-in-fact. The appointment of proxy will
be effective when received by the Corporation's officer or agent authorized to
tabulate votes. No proxy shall be valid more than 11 months after the date of
its execution unless a longer term is expressly stated in the proxy.

Validation. If shareholders who hold a majority of the voting stock entitled to
vote at a meeting are present at the meeting, and sign a written consent to the
meeting on the record, the acts of the meeting shall be valid, even if the
meeting was not legally called and noticed.

Conduct of Business By Written Consent. Any action of the shareholders may be
taken without a meeting if written consents, setting forth the action taken, are
signed by at least a majority of shares entitled to vote and are delivered to
the officer or agent of the Corporation having custody of the Corporation's
records within 60 days after the date that the earliest written consent was
delivered. Within 10 days after obtaining an authorization of an action by
written consent, notice shall be given to those shareholders who have not
consented in writing or who are not entitled to vote on the action. The notice
shall fairly summarize the material features of the authorized action. If the
action creates dissenters' rights, the notice shall contain a clear statement of
the right of dissenting shareholders to be paid the fair value of their shares
upon compliance with and as provided for by the state law governing
corporations.

Shareholders' Inspection Rights. A shareholder is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
Corporation, any books and records of the Corporation. The shareholder must give
the Corporation written notice of this demand at least five business days before
the date on which he wishes to inspect and copy the record(s). The demand must
be made in good faith and for a proper purpose. The shareholder must describe
with reasonable particularity the purpose and the records he desires to inspect,
and the records must be directly connected with this purpose. This Section does
not affect the right of a shareholder to inspect and copy the shareholders' list
described in this Article if the shareholder is in litigation with the
Corporation. In such a case, the shareholder shall have the same rights as any
other litigant to compel the production of corporate records for examination.


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         The Corporation may deny any demand for inspection if the demand was
made for an improper purpose, or if the demanding shareholder has within the two
years preceding his demand, sold or offered for sale any list of shareholders of
the Corporation or of any other corporation, had aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation or any other corporation.

Financial Statements for Shareholders. Unless modified by resolution of the
shareholders within 120 days after the close of each fiscal year, the
Corporation shall furnish its shareholders with annual financial statements
which may be consolidated or combined statements of the Corporation and one or
more of its subsidiaries, as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a statement of
cash flows for that year. If financial statements are prepared for the
Corporation on the basis of generally accepted accounting principles, the annual
financial statements must also be prepared on that basis.

         If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the President or the person responsible for the
Corporation's accounting records stating his reasonable belief whether the
statements were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation and describing any
respects in which the statements were not prepared on a basis of accounting
consistent with the statements prepared for the preceding year. The Corporation
shall mail the annual financial statements to each shareholder within 120 days
after the close of each fiscal year or within such additional time thereafter as
is reasonably necessary to enable the Corporation to prepare its financial
statements. Thereafter, on written request from a shareholder who was not mailed
the statements, the Corporation shall mail him the latest annual financial
statements.

Other Reports to Shareholders. If the Corporation indemnifies or advances
expenses to any director, officer, employee or agent otherwise than by court
order or action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the Corporation, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next annual shareholders' meeting, or prior to the meeting if the
indemnification or advance occurs after the giving of the notice but prior to
the time the annual meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.

         If the Corporation issues or authorizes the issuance of shares for
promises to render services in the future, the Corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders I meeting.