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                                                                     EXHIBIT 4.1


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                     AND OTHER RIGHTS AND QUALIFICATIONS OF
                            SERIES A PREFERRED STOCK

         WHX CS Corp.,  a corporation  organized and existing  under the General
Corporation Law of the State of Delaware (the "CORPORATION"),

         DOES HEREBY CERTIFY:

         That pursuant to authority conferred upon the Board of Directors of the
Corporation   (the  "BOARD")  by  the  Certificate  of   Incorporation  of  said
Corporation,  and pursuant to the  provisions of Section  151(g) of the Delaware
General Corporation Law, the Board has duly determined that one thousand (1,000)
shares of  preferred  stock,  $0.01 par value  per  share,  shall be  designated
"Series A Preferred  Stock," and to that end the Board has adopted a  resolution
providing  for  the  designations,   preferences  and  relative,  participating,
optional or other rights, and the qualifications,  limitations and restrictions,
of the Series A Preferred Stock, which resolution is as follows:

         RESOLVED,  that the Certificate of Designations,  Preferences and Other
Rights and  Qualifications  of Series A Preferred  Stock dated  October 25, 2005
(the "CERTIFICATE OF DESIGNATIONS")  be, and hereby is, authorized and approved,
which Certificate of Designations  shall be filed with the Secretary of State of
the State of Delaware in the form as follows:

         1. DESIGNATION AND AMOUNT. One thousand (1,000) shares of the preferred
stock of the Corporation, $0.01 par value per share, shall constitute a class of
preferred  stock  designated  as  "Series  A  Preferred  Stock"  (the  "SERIES A
PREFERRED  STOCK").  The relative  rights,  preferences  and  limitations of the
Series A Preferred Stock shall be in all respects identical, share for share, to
the Common Stock of the Corporation, except as otherwise provided herein.

         2. DIVIDENDS.

            (a) The  holders  of  shares of Series A  Preferred  Stock  shall be
entitled to receive,  out of assets of the  Corporation  legally  available  for
payment,  an annual cash dividend at the rate of 6% of the Original  Issue Price
(as  hereinafter  defined) (or $306) per share of Series A Preferred  Stock (the
"PREFERRED  DIVIDENDS"),  payable  as  provided  in  Section  2(b)  hereof.  The
Preferred  Dividends shall accrue and compound  annually and shall be cumulative
from the date of initial  issuance  of shares of Series A  Preferred  Stock (the
"SERIES A ISSUANCE Date"),  whether or not declared by the Board of Directors of
the  Corporation  (the  "BOARD").  The amount of the Preferred  Dividends  shall
accrue and be computed on the basis of the actual  number of days elapsed in any
period.  The dividend rights of the holders of Series A Preferred Stock shall be
senior in all  respects to the dividend  rights of all other  holders of capital
stock now or hereafter outstanding of the Corporation.

            (b) The  Preferred  Dividends  shall be  payable in cash or in kind,
whether or not declared by the Board, upon the effective date of the earliest of
(i) a Liquidation (as hereinafter defined) or (ii) a Disposition Transaction (as
hereinafter defined) or (iii) a Redemption pursuant to Section 5.







            (c) The  Corporation may not declare or pay any dividend or make any
distribution of assets on, or redeem,  purchase or otherwise acquire,  shares of
capital  stock of the  Corporation  ranking pari passu or junior to the Series A
Preferred  Stock as to the payment of  dividends or the  distribution  of assets
upon  liquidation,  dissolution  or winding  up,  unless all  accrued but unpaid
Preferred Dividends have been or are contemporaneously paid.

          3. RIGHTS ON LIQUIDATION, MERGER, SALE, ETC.

            (a) In  the  event  of any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the Corporation (each, a "LIQUIDATION"), the assets
of the Corporation available for distribution to its stockholders,  whether from
capital,  surplus or earnings,  shall be distributed  in the following  order of
priority:

                (i) The holders of Series A Preferred Stock shall be entitled to
          receive, prior and in preference to any distribution to the holders of
          Common Stock or any other class of the  Corporation's  capital  stock,
          whether now existing or hereafter created,  for each share of Series A
          Preferred  Stock held by such  holders,  an amount equal to the sum of
          (A) $5,100 (the  "ORIGINAL  ISSUE  PRICE"),  subject to  adjustment as
          provided  below,  plus (B) an amount  equal to all  accrued but unpaid
          Preferred Dividends on such share of Series A Preferred Stock (whether
          or not  declared by the Board) as of the date such  payment is made to
          the  holders  thereof.  If upon any  Liquidation,  the  assets  of the
          Corporation   available  for  distribution  to  its  stockholders  are
          insufficient  to pay the holders of Series A Preferred  Stock the full
          preference  amount to which they  shall be  entitled,  the  holders of
          Series A Preferred  Stock shall share pro rata in any  distribution of
          assets in accordance with their applicable full preference amounts.

                (ii)  After  distribution  of the  amounts  set forth in Section
          3(a)(i) hereof, the remaining assets of the Corporation  available for
          distribution,  if any, to the stockholders of the Corporation shall be
          distributed to the holders of issued and outstanding  shares of Common
          Stock.

            (b) For purposes of this Section 3, any of the  following  (each,  a
"DISPOSITION  TRANSACTION")  shall be treated as a Liquidation (unless otherwise
determined  by the holders of at least a majority of the  outstanding  shares of
Series  A  Preferred  Stock,  voting  as a  separate  class):  (i) a  merger  or
consolidation  of the Corporation  with or into any other Person (as hereinafter
defined)  (but  excluding  any  merger   effected  solely  for  the  purpose  of
reincorporating  into another  state) or the merger of any other Person into the
Corporation, in either case in which the stockholders of the Corporation receive
distributions  in cash or  securities  of  another  Person  as a result  of such
consolidation or merger,  or a sale of capital stock of the Corporation,  and in
which the stockholders of the Corporation  immediately prior to such event hold,
immediately after such event, less than a majority of the outstanding  shares of
capital  stock  or a  majority  of the  outstanding  voting  power  of the  then
outstanding  securities  ordinarily  (apart from rights  occurring under special
circumstances)  having the right to vote in the  election  of  directors  of the
surviving  or  successor  entity or its  parent,  or (ii) the direct or indirect
sale,  lease,  exchange  or other  transfer of all or  substantially  all of the
property  and assets of the  Corporation.  For purposes of this  Certificate  of

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this Certificate of Designatons, "PERSON" shall mean an individual, partnership,
corporation,  limited liability  company,  business trust,  joint stock company,
trust,  unincorporated  association,  joint venture,  governmental  authority or
other entity of whatever nature.

            (c) Upon consummation of a Disposition Transaction,  the Corporation
shall  pay or cause to be paid to the  holders  of Series A  Preferred  Stock an
amount equal to the amount they would be entitled to receive pursuant to Section
3(a)  hereof  out  of any  and  all  assets  of the  Corporation  available  for
distribution,  including but not limited to amounts paid to the  Corporation  in
connection with such  Disposition  Transaction.  The amount payable  pursuant to
this  Section  3(c)  shall be  payable  in full to the  holders  of the Series A
Preferred   Stock   immediately   following  the  closing  of  the   Disposition
Transaction,  notwithstanding  any  delay  in the  receipt  of  the  Disposition
Proceeds  or any part  thereof by virtue of any escrow  arrangement,  promissory
note, deferred payment of proceeds or otherwise;  PROVIDED, HOWEVER, that in the
event the Corporation does not have sufficient assets available for distribution
to pay the  holders of Series A Preferred  Stock the entire  amount owed to them
pursuant  to Section  3(a),  then the  Corporation  shall pay such  holders  the
maximum amount  available to the Corporation for distribution at the time of the
closing and the  remaining  amounts owed to such holders shall be payable by the
Corporation as soon as such funds become available for distribution.

4. VOTING RIGHTS.  (a) So long as any shares of Series A Preferred  Stock remain
outstanding,  in addition to the rights  specified in Section  4(b) hereof,  the
holders  of  shares  of  Series  A  Preferred  Stock  shall be  entitled  voting
separately  as a class  (with no other  stockholders  voting),  to  approve  all
matters  that  affect the  rights,  value,  or ranking of the Series A Preferred
Stock.

            (b) The  Corporation  shall  not,  so long as any shares of Series A
Preferred Stock remain outstanding,  without the affirmative consent or approval
of the holders of a majority of the shares of the Series A Preferred  Stock then
outstanding,  voting as a  separate  class,  given at a meeting  called for such
purpose,  for which  notice  shall  have been  given to the  holders of Series A
Preferred Stock, or by written consent:

                (i) in any  manner  alter or change  the  designations,  powers,
            preferences  or  rights,  or  the  qualifications,   limitations  or
            restrictions of the Series A Preferred Stock;

                (ii) take any  action to  increase  or  decrease  the  number of
            authorized shares of any preferred stock of the Corporation;

                (iii) in any  manner  authorize,  create  or issue  any class or
            series of capital stock ranking,  in any respect including,  without
            limitation,  as to payment of dividends,  distribution  of assets or
            redemptions,  senior to or PARI PASSU  with the  Series A  Preferred
            Stock;  or  authorize,  create or issue  any  shares of any class or
            series  of  any  bonds,  debentures,   notes  or  other  obligations
            convertible  into or exchangeable  for, or having optional rights to
            purchase,  or any options,  warrants or other rights to acquire, any
            shares having any such preference or priority;

                (iv) set aside  assets for a sinking or other  similar  fund for
            the purchase,  redemption,  or retirement  of, or redeem,  purchase,
            retire,  or  otherwise  acquire any shares of the Common Stock or of

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            any other capital stock of the Corporation, whether now or hereafter
            outstanding;

                (v) make or declare,  directly or  indirectly,  any dividend (in
            cash,  return of  capital,  or any other form of assets) on, or make
            any other payment or distribution on account of, the Common Stock or
            of any other capital stock of the Corporation  ranking junior to the
            Series A  Preferred  Stock as to the  payment  of  dividends  or the
            distribution of assets upon liquidation,  dissolution or winding up,
            whether now or hereafter outstanding;

                (vi)  take any  action  to amend,  modify,  alter or repeal  any
            provision of its Certificate of  Incorporation or By-laws that would
            in any way adversely affect the holders of Series A Preferred Stock;

                (vii)  reclassify the shares of Common Stock or any other shares
            or any class or series of capital stock hereafter  created junior to
            the Series A  Preferred  Stock into shares of any class or series of
            capital  stock (A)  ranking,  either  as to  payment  of  dividends,
            distribution of assets or redemptions,  senior to or PARI PASSU with
            the Series A Preferred  Stock, or (B) which in any manner  adversely
            affects the holders of Series A Preferred Stock;

                (viii) make or permit to remain  outstanding  any  investment in
            any Person,  except  investments  in (x) direct  obligations  of the
            United States of America or any agency thereof;  (y) certificates of
            deposit  issued by any commercial  bank operating  within the United
            States  of  America   having   capital  and  surplus  in  excess  of
            $500,000,000;   and  (z)  money  market  instruments  (or  interests
            therein)  or money  market fund units  purchased  through a national
            bank or securities brokerage firm registered with the SEC and SIPC;

                (ix) directly or indirectly, create, incur, assume, or permit to
            continue in existence,  any mortgage, deed of trust, lien, charge or
            encumbrance on, or security interest in, or pledge or deposit of, or
            conditional sale or other title retention agreement with respect to,
            any property or asset now owned or leased or  hereafter  acquired or
            leased by the Corporation or any subsidiary, except:

                     (A)  liens in  connection  with  indebtedness  or for which
            approval  of the  holders of the Series A  Preferred  Stock has been
            obtained;

                     (B) liens for taxes,  assessments and governmental charges,
            the payment of which is being  contested by the  Corporation in good
            faith by  appropriate  proceeds  promptly  instituted and diligently
            conducted  and  for  which  the  Corporation  has  established  such
            reserves  as shall be  required  by  generally  accepted  accounting
            principles and approved by the Corporation's auditors;

                     (C)  liens  in  connection   with  workers'   compensation,
            unemployment insurance or other social security obligations;

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                     (D) statutory mechanic's, workmen's, materialmen's or other
            like  liens  arising  in the  ordinary  course  of  business  of the
            Corporation in respect of obligations which are not yet due or which
            are being contested in good faith with  appropriate  reserves having
            been established therefor;

                     (E)  other  liens or  encumbrances  upon the  assets of the
            Corporation  incidental  to  the  conduct  of  the  business  of the
            Corporation  or to the ownership of the  properties or assets of the
            Corporation,   which  were  not  incurred  in  connection  with  the
            borrowing  of money or the  obtaining  of  credit  and  which do not
            materially detract from the value of the properties or assets of the
            Corporation  or materially  adversely  affect the  operations of the
            Corporation;

                (x)  enter  into or  permit  any  subsidiary  to enter  into any
            transaction  with any of the  Corporation's  officers,  directors or
            employees  or any Person  directly or  indirectly  controlled  by or
            under common  control with the  Corporation  or any of its officers,
            directors  or  employees  (a  "RELATED  PARTY")  including,  without
            limitation,  any transaction  for the purchase,  sale or exchange of
            property or the rendering of any service to or by any Related Party,
            except  for  transactions  entered  into in the  ordinary  course to
            employees approved by the Board; and

                (xi) engage in any activity  other than  purchasing,  holding or
            selling   shares  of  CoSine   Communications,   Inc.,   a  Delaware
            Corporation;

5.   REDEMPTION.

            (a)  REDEMPTION.  Series A Preferred  Stock shall be redeemed by the
Corporation out of funds lawfully available therefor at a price (the "REDEMPTION
PRICE") equal to the Original  Issuance Price per share, plus an amount equal to
all accrued but unpaid Preferred  Dividends thereon (whether or not declared) on
the first  anniversary  of the Series A Issuance  Date, or at the sole option of
the Board of  Directors,  on any earlier  date.  The  Redemption  Price shall be
payable on the date of redemption.  Except as provided in the next sentence, the
redemption  shall  be of  all  outstanding  Series  A  Preferred  Stock.  If the
Corporation  does not have sufficient  funds legally  available to redeem on any
redemption date all Series A Preferred Stock and of any other class or series of
stock to be redeemed on such redemption date, the Corporation shall redeem a pro
rata  portion  of each  holder's  redeemable  shares of such  stock out of funds
legally  available  therefor,  based  on  the  respective  amounts  which  would
otherwise  be payable in respect  of the shares to be  redeemed  if the  legally
available funds were sufficient to redeem all such shares,  and shall redeem the
remaining  shares  to  have  been  redeemed  as soon as  practicable  after  the
Corporation  has  funds  legally  available  therefor.  At any time at which the
Corporation is obligated to redeem any shares hereunder and fails to redeem such
shares  (whether as a result of legal  prohibition  or otherwise) the holders of
majority of the then outstanding  Series A Preferred Stock shall  immediately be
entitled, by written action and without need for notice of meeting, to elect and
add to the Board of  Directors  such  number of  directors  as is  necessary  to
constitute a majority of the board, which directors shall serve until all future
redemption payments have been made.

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            (b)  REDEMPTION  NOTICE.  Written  notice  of  the  redemption  (the
"REDEMPTION NOTICE") shall be mailed,  postage prepaid, to each holder of record
of Series A  Preferred  Stock,  at its post  office  address  last  shown on the
records of the Corporation,  or given by electronic  communication in compliance
with the provisions of the General Corporation Law of the State of Delaware, not
less than 10 days prior to the redemption  date.  Each  Redemption  Notice shall
state:

                (i) the number of shares of Series A Preferred Stock held by the
            holder that the  Corporation  shall  redeem on the  redemption  date
            specified in the Redemption Notice;

                (ii) the redemption date and the Redemption Price; and

                (iii) that the holder is to surrender to the Corporation, in the
            manner and at the place  designated,  his, her or its certificate or
            certificates  representing  the  Series  A  Preferred  Stock  to  be
            redeemed.

            (c) SURRENDER OF CERTIFICATES;  PAYMENT. On or before the redemption
date, each holder of Series A Preferred Stock to be redeemed shall surrender the
certificate or certificates representing such shares to the Corporation,  in the
manner and at the place designated in the Redemption  Notice,  and thereupon the
Redemption  Price for such  shares  shall be  payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof, and
each surrendered  certificate  shall be canceled and retired.  In the event that
less than all of the Series A Preferred  Stock  represented by a certificate are
redeemed, a new certificate representing the unredeemed Series A Preferred Stock
shall promptly be issued to such holder.

            (d) RIGHTS SUBSEQUENT TO REDEMPTION.  If the Redemption Notice shall
have been duly given,  and if on the applicable  redemption  date the Redemption
Price payable upon  redemption of the Series A Preferred Stock to be redeemed on
the  redemption  date is paid or  tendered  for  payment  or  deposited  with an
independent payment agent so as to be available therefor,  then  notwithstanding
that the  certificates  evidencing any of the Series A Preferred Stock so called
for redemption shall not have been  surrendered,  dividends with respect to such
shares of Series A Preferred  Stock shall cease to accrue  after the  redemption
date and all  rights  with  respect to such  shares  shall  forthwith  after the
redemption date  terminate,  except only the right of the holders to receive the
Redemption  Price  without  interest  upon  surrender  of their  certificate  or
certificates therefor.

            (e) REDEEMED OR OTHERWISE  ACQUIRED  SHARES.  Any shares of Series A
Preferred  Stock that are redeemed or otherwise  acquired by the  Corporation or
any of its  subsidiaries  shall be  automatically  and immediately  canceled and
shall not be reissued,  sold or transferred.  Neither the Corporation nor any of
its  subsidiaries may exercise any voting or other rights granted to the holders
of Series A Preferred Stock following redemption.

(6) WAIVER. Any right or privilege of the Series A Preferred Stock may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively)  by the written  consent of the holders of at least a majority of

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the Series A  Preferred  Stock then  outstanding  and any such  waiver  shall be
binding upon each holder of Series A Preferred Stock.

                            [SIGNATURE PAGE FOLLOWS]



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        [SIGNATURE PAGE TO THE CERTIFICATE OF DESIGNATIONS, PREFERENCES
        AND OTHER RIGHTS AND QUALIFICATIONS OF SERIES A PREFERRED STOCK]

         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Designations as of this 25th day of October, 2005.

                                       WHX CS CORP.


                                       By: /s/ Glen M. Kassan
                                           -------------------------------
                                           Name:  Glen M. Kassan
                                           Title: President



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