EXHIBIT 4.1

                    CERTIFICATE OF DESIGNATIONS, PREFERENCE,
                             RIGHTS AND LIMITATIONS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

The following resolution has been duly adopted by the Board of Directors of Life
Petroleum, Inc. (the "Company"), which resolution remains in full force and
effect as of the date hereof:

      WHEREAS, the Board of Directors of the Company is authorized, within the
limitations and restrictions stated in the Company's Articles of Incorporation,
as amended, to fix by resolution the designation of each series of preferred
stock of the Company, par value $.01 per share (the "Preferred Stock"), and the
powers, preferences, rights, limitations and restrictions thereof; and

      WHEREAS, it is the desire of the Board of Directors of the Company,
pursuant to its authority as aforesaid, to authorize and fix the terms of a
series of Preferred Stock and the number of shares constituting such series as
described on this Certificate of Designations, Preferences, Rights and
Limitations.

      NOW, THEREFORE, IT IS RESOLVED that there is authorized such series of
Preferred Stock on the terms and with the provisions herein set forth:

      1. Designation and Number of Shares. Of the 5,000,000 shares of Preferred
Stock authorized pursuant to Article Third of the Company's Articles of
Incorporation, 750,000 of such shares are hereby designated as Series A
Convertible Preferred Stock (the "Series A Preferred Stock"). Shares of Series A
Preferred Stock are sometimes referred to herein as "Series A Preferred Shares."
The Stated Value of each Series A Preferred Share is $3.00.

      2. Dividends. The holders of Series A Preferred Stock shall not be
entitled to receive any dividends.

      3. Conversion.

            (a) On the first business day following approval by the stockholders
of the Company of (i) a reverse stock split of the Company's common stock; and
(ii) an amendment to the Company's Articles of Incorporation decreasing the
authorized number of shares of Common Stock (the "Effective Date"), each share
of Series A Preferred Stock shall automatically, and without any further action
by either the Company or the holders, convert into 1,000 fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100th of
a share) of common stock, $.0001 par value (the "Common Stock) of the Company,
such amount to be adjusted pursuant to Section 3(e)(i) below to reflect the
reverse stock split referred to above (the "Conversion Rate").


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            (b) Promptly after the Effective Date, the Company shall issue and
deliver to such holder a certificate or certificates for the number of full
shares of Common Stock issuable to the holder pursuant to the holder's
conversion of Series A Preferred Shares in accordance with the provisions of
this Section 3. The fractional interest in one share of Common Stock arising
upon the conversion, if any, shall be settled as provided in paragraph (d)
below.

            (c) All shares of Common Stock delivered upon conversion of the
Series A Preferred Shares shall be duly and validly issued and fully paid and
nonassessable. Upon the Effective Date, such converted Series A Preferred Shares
shall no longer be deemed to be outstanding and all rights of the holder with
respect to such shares shall immediately terminate except the right to receive
the shares of Common Stock issuable upon such conversion.

            (d) No fractional shares or securities representing fractional
shares of Common Stock shall be issued upon conversion of the Series A Preferred
Shares. Any fractional interest in one share of Common Stock resulting from a
holder's conversion of Series A Preferred Shares shall be rounded up or down to
the nearest whole number.

            (e) The Conversion Rate shall be subject to adjustment from time to
time as follows:

                  (i) In case the Company shall (1) pay a dividend or make a
            distribution on its Common Stock in shares of its Common Stock, (2)
            subdivide its outstanding Common Stock into a greater number of
            shares, or (3) combine its outstanding Common Stock into a smaller
            number of shares, the Conversion Rate in effect immediately prior to
            such event shall be proportionately adjusted so that the holder of
            any share of the Series A Preferred Stock thereafter surrendered for
            conversion shall be entitled to receive the number and kind of
            shares of Common Stock of the Company that he would have been
            entitled to receive had the share been converted immediately prior
            to the happening of such event. An adjustment made pursuant to this
            Section 3(e)(i) shall become effective immediately after the Record
            Date in the case of a dividend or distribution except as provided in
            Section 3(e)(iii) below, and shall become effective immediately
            after the effective date in the case of a subdivision or
            combination. If any dividend or distribution is not paid or made,
            the Conversion Rate then in effect shall be appropriately
            readjusted.

                  (ii) If at any time or from time to time there is a capital
            reorganization of the Common Stock or a merger or consolidation of
            the Company with or into another corporation, or the sale of all of
            the Company's properties and assets to any other person, then, as a
            part of such reorganization, merger, consolidation or sale,
            provision shall be made so that the holders of Series A Preferred
            Stock shall thereafter be entitled to receive upon conversion of the
            Series A Preferred Stock the number of shares of stock or other
            securities or property of the Company, or of the successor
            corporation resulting from such merger or consolidation or sale, to
            which a holder of Common Stock deliverable upon conversion would
            have been entitled upon such capital reorganization, merger,
            consolidation or sale. In any such case, appropriate adjustment
            shall be made in the application of the provisions of this Section 3
            with respect to the rights of holders of the Series A Preferred
            Stock after the reorganization, merger, consolidation or sale to the
            end that the provisions of this Section 3 (including adjustment of
            the Conversion Rate for the Series A Preferred Stock then in effect
            and number of shares of Common Stock purchasable upon conversion of
            the Series A Preferred Stock) shall be applicable after that event
            and be as nearly equivalent to the provisions hereof as may be
            practicable.


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                  (iii) In the event that the Company at any time or from time
            to time after the Issuance Date makes, or fixes a record date for
            the determination of holders of Common Stock entitled to receive, a
            dividend or other distribution payable in securities of the Company
            other than shares of Common Stock, then in each such event provision
            shall be made so that the holders of Series A Preferred Stock shall
            receive upon conversion thereof, in addition to the number of shares
            of Common Stock receivable thereupon, the amount of securities of
            the Company that they would have received had their Series A
            Preferred Stock been converted into Common Stock on the date of such
            event and had they thereafter, during the period from the date of
            such event to and including the date of conversion, retained such
            securities receivable by them as aforesaid during such period,
            subject to all other adjustments called for during such period under
            this Section 3 with respect to the rights of the holders of the
            Series A Preferred Stock.

                  (iv) No adjustment in the Conversion Rate shall be required
            unless such adjustment would require a change of at least 1% in the
            Conversion Rate; provided, however, that any adjustments which by
            reason of this Section 3(e)(iv) are not required to be made shall be
            carried forward and taken into account in any subsequent adjustment;
            and provided, further, that adjustment shall be required and made in
            accordance with the provisions of this Section 3(e). All
            calculations under this Section 3(e) shall be made to the nearest
            one hundredth of a share. Notwithstanding anything in this Section
            3(e) to the contrary, the Company shall be entitled to make such
            reductions in the Conversion Rate, in addition to those required by
            this Section 3(e), as it in its discretion, shall determine to be
            advisable in order that any stock dividend, subdivision or
            combination of shares, distribution of capital stock or rights or
            warrants to purchase stock or securities, or distribution of
            evidence of indebtedness or assets (other than cash dividends or
            distributions paid from retained earnings) hereinafter made by the
            Company to its stockholders shall be a tax-free distribution for
            federal income tax purposes.

                  (v) In each case of adjustment or readjustment of the
            Conversion Rate for the Series A Preferred Stock or the number of
            shares of Common Stock or other securities issuable upon conversion
            of the Series A Preferred Stock, the Company, at its expense, shall
            cause the Chief Financial Officer of the Company to compute such
            adjustment or readjustment in accordance with the provisions hereof
            (and cause its regularly retained independent public accountants to
            verify such computation) and prepare a certificate showing such
            adjustment or readjustment and shall mail such certificate, by first
            class mail, postage prepaid, to each registered holder of the Series
            A Preferred Stock at the holder's address as shown in the Company's
            books. The certificate shall set forth such adjustment or
            readjustment, showing in its detail the facts upon which such
            adjustment or readjustment is based, including a statement of (1)
            the consideration received or deemed to have been received by the
            Company for any additional shares of Common Stock issued or sold or
            deemed to have been issued or sold, (2) the Conversion Rate for the
            Series A Preferred Stock at the time in effect, (3) the number of
            additional shares of Common Stock, and (4) the type and amount, if
            any, of other property that at the time would be received upon
            conversion of the Series A Preferred Stock.


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                  (vi) The provision of this Section 3(e) shall not apply to or
            as result of any shares, rights, options, warrants or convertible
            securities outstanding on the date hereof or issuable as a result of
            any transaction occurring, plan adopted, or agreement entered into
            prior to the date hereof.

            (f)   (i) The Company covenants that it will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held by its treasury, or both, for the purpose of effective conversions of
the Series A Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of the Series A
Preferred Stock not theretofore converted. For the purposes of this Section
3(f), the number of shares of Common Stock that shall be deliverable upon the
conversion of all outstanding shares of the Series A Preferred Stock shall be
computed as if at the time of computation all the outstanding shares were held
by a single holder.

                  (ii) Before taking any action that would cause an adjustment
            reducing the Conversion Rate below the then par value (if any) of
            the shares of Common Stock deliverable upon conversion of the Series
            A Preferred Stock, the Company will take any corporate action that
            may, in the opinion of its counsel, be necessary in order that the
            Company may validly and legally issue fully paid and nonassessable
            shares of Common Stock at the adjusted Conversion Rate.

            (g) The Company will pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock or other securities on conversion of the Series A Preferred Stock
pursuant hereto; provided, however, that the Company shall not be required to
pay any tax or fee that may be payable in respect of any transfer involved in
the issue or delivery of shares of Common Stock to be converted and no such
issue or delivery shall be made unless and until the person requesting the issue
or delivery has paid to the Company the amount of any such tax or fee or has
established, to the satisfaction of the Company, and that the tax or fee has
been paid.

      4. Preemptive Rights. Series A Preferred Shares are not entitled to any
preemptive rights to acquire any unissued shares of any capital stock of the
Company, now or hereafter authorized, or any other securities of the Company,
whether or not convertible into shares of capital stock of the Company or
carrying a right to subscribe to or acquire any such shares of capital stock.


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      5. Voting.

            (a) Except as otherwise required by applicable law, the holders of
Series A Preferred Stock shall be entitled to vote on all matters on which the
holders of Common Stock shall be entitled to vote, in the same manner and with
the same effect as the holders of Common Stock, voting together with the holders
of Common Stock as a single class. For this purpose, the holders of Series A
Preferred Stock shall be given notice of any meeting of stockholders as to which
the holders of Common Stock are given notice in accordance with the bylaws of
the Corporation. As in any matter on which the holders of Series A Preferred
Stock shall be entitled to vote the holders of the outstanding Series A
Preferred Stock shall have voting rights equal to the number of shares of Common
Stock into which the shares of Series A Preferred Stock are convertible.

            (b) Notwithstanding anything herein to the contrary, the consent of
the holders of a majority of all of the shares of the Series A Preferred Stock
voting as a separate class at the time outstanding shall be required to (i)
authorize or issue any class or series of capital stock of the Corporation
ranking senior to, or on parity with, the Series A Preferred Stock, of (ii)
authorize or issue any class or series of capital stock or bonds, debentures,
notes or other securities or obligations of the Corporation convertible into, or
exercisable or exchangeable for, any class or series of capital of the
Corporation ranking senior to, or on parity with, the Series A Preferred Stock.
The Consent of the holders of the Series A Preferred Stock at the time
outstanding shall not be required to (i) authorize or issue any class or series
of capital stock of the Corporation ranking junior to such class of Section A
Preferred Stock, or (ii) authorize or issue any class or series of capital stock
or bonds, debenture, notice or other securities or obligations of the
Corporation convertible into, or exercisable or exchangeable for, any class or
series of capital of the Corporation ranking junior to the Series A Preferred
Stock.

      6. Liquidation Preference. Series A Preferred Shares are not entitled to
any preference upon liquidation, dissolution or winding up of the Company.

      7. Rank. The Company may hereafter issue shares of Preferred Stock or
other capital stock ranking senior to, or in parity with, the Series A Preferred
Stock. Nothing herein shall preclude the Company from doing so or requiring the
Company or Board of Directors of Company to obtain the prior written consent of
the holders of Series A Preferred Shares.

      8. Reports and Notices. So long as any Series A Preferred Shares shall be
outstanding, the Company shall provide to the holder or holders of such shares
copies of all annual, quarterly and other reports of the Company and copies of
all stockholder notices of the Company promptly after filing with the Securities
and Exchange Commission.

      9. Waiver by Series A Preferred Stockholders. Except as expressly provided
for herein or as otherwise required by law, any rights or benefits for the
Series A Preferred Shares and the holders thereof provided herein may be waived
as to all outstanding Series A Preferred Shares and the holders thereof by the
consent of the holders of a majority of the then-outstanding Series A Preferred
Shares.


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      10. Holder. The term "holder" as used in this Designation of Preferences,
Rights and Limitations of Series A Convertible Preferred Stock means a record
holder of any shares of Series A Preferred Stock.

      11. Additional Issuance of Preferred Shares. The holder acknowledges that
the Company intends to issue additional shares of Preferred Stock. Nothing
herein shall preclude the Company from issuing additional shares of Preferred
Stock, which shares may have preferences over or rank prior to the Series A
Shares.

      IN WITNESS WHEREOF, Life Petroleum, Inc. has caused this Certificate of
Designation to be executed by the undersigned duly authorized officers of the
Company as of the 4th day of June, 2003.

                                 LIFE PETROLEUM, INC.


                                 By: /s/ Bradley W. Cassel
                                     -------------------------------------------
                                     Bradley W. Cassel, President


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