Exhibit 4.1

The  Corporation hereby creates a new series out of its Series A Preferred Stock
consisting  of 1,000,000 shares of "Series A Convertible Preferred Stock" having
the  preferences,  limitations  and  relative  rights  set  forth  below:

(1) Designation and Rank.
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The  Series  of  Series  A  Convertible  Preferred Stock shall be designated the
"Series  A  Convertible  Preferred Stock" ("Series A Convertible Preferred") and
shall  consist  of  1,000,000 shares. The Series A Convertible Preferred and any
other  series  of  Preferred  Stock authorized by the Board of Directors of this
Corporation are hereinafter referred to as "Preferred Stock" or "Preferred." The
Series A Convertible Preferred shall be senior to the common stock and all other
shares  of  Preferred  Stock  that  may  be  later  authorized.

(2) Conversion into Common Stock.
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(a)  Right  to  Convert.  Each  share of Series A Convertible Preferred shall be
convertible,  at  the  option of the holder thereof, at any time after one month
from  the date of issuance (the "Conversion Date") into one hundred (100) shares
of  fully  paid  and  non-assessable  shares  of  Common  Stock (the "Conversion
Ratio").

(b)  Mechanics of Conversion. Before any holder shall be entitled to convert, he
shall  surrender  the  certificate  or  certificates  representing  Series  A
Convertible  Preferred  to  be converted, duly endorsed or accompanied by proper
instruments  of  transfer,  at  the office of the Corporation or of any transfer
agent,  and  shall  give written notice to the Corporation at the office that he
elects  to  convert  the  same.  The  Corporation  shall, as soon as practicable
thereafter,  issue  a  certificate  or  certificates for the number of shares of
Common  Stock  to  which the holder shall be entitled. The Corporation shall, as
soon  as  practicable after the delivery of such certificates, or such agreement
and  indemnification in the case of lost, stolen or destroyed certificate, issue
and  deliver  to  such holder of Series A Convertible Preferred a certificate or
certificates  for  the  number of shares of Common Stock to which such holder is
entitled  as  aforesaid  and  a check payable to the holder in the amount of any
cash  amounts  payable  as  the result of a conversion into fractional shares of
Common  Stock.  Such  conversion  shall  be deemed to have been made immediately
prior  to  the  close of business on the date of such surrender of the shares of
Series  A  Convertible  Preferred  to  be  converted.

(c) Adjustments to Conversion Ratio.

(1)  Merger  or  Reorganization.  In  case of any consolidation or Merger of the
Corporation  as  a  result  of  which holders of Common Stock become entitled to
receive  other stock or securities or property, or in the case of any conveyance
of  all  or  substantially  all  of  the  assets  of  the Corporation to another
corporation,  the  Corporation shall mail to each holder of Series A Convertible
Preferred  at  least  thirty (30) days prior to the consummation of such event a
notice thereof, and each such holder shall have the option to either (i) convert
such  holder's  shares  of  Series A Convertible Preferred into shares of Common
Stock  pursuant to this Section 3 and thereafter receive the number of shares of
stock  or other securities or property to which a holder of the number of shares
of  Common Stock of the Corporation deliverable upon conversion of such Series A
Convertible  Preferred  would have been entitled upon such consolidation, merger
or  conveyance,  or (ii) exercise such holder's rights pursuant to Section 4(a).
Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall
not  be  affected by a stock dividend or subdivision (stock split) of the Common
Stock  of the Corporation, or a stock combination (reverse stock split) or stock
consolidation by reseriesification of the Common Stock. However, once the Series
A  Convertible Preferred has been converted to Common Stock, it shall be subject
to  all  corporate  actions  that  affect  or  modify  the  common  stock.

(d)  No  Impairment.  The  Corporation will not, by amendment of its Articles of
Incorporation,  this  Certificate  of Designation or through any reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities  or any other voluntary action, avoid or seek to avoid the observance
or  performance of any of the terms to be observed or performed hereunder by the
Corporation,  but  will at all times in good faith assist in carrying out of all
the  provisions in this Section 4 and in the taking of all such action as may be
necessary  or  appropriate  in  order  to  protect  the Conversion Rights of the
holders  of  the  Series  A  Convertible  Preferred  against  impairment.

(e)  Certificate  as  to  Adjustments.  Upon  occurrence  of  each adjustment or
readjustment  of  the  Conversion  Ratio  of  the Series A Convertible Preferred
pursuant  to  this  Section  3,  the  Corporation  at its expense shall promptly
compute  such adjustment or readjustment in accordance with the terms hereof and
furnish  to  each holder of Series A Preferred Convertible a certificate setting
forth  such  adjustment  or  readjustment  and  the  calculation  on  which such
adjustment or readjustment is based. The Corporation shall, upon written request
at any time of any holder of Series A Convertible Preferred, furnish or cause to
be  furnished  to  such  holder  a  like  certificate  setting  forth  (i)  such
adjustments  and  readjustments,  (ii)  the  Conversion  Ratio  for the Series A
Convertible  Preferred  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  the  Series  A  Convertible  Preferred.

(f)  Common Stock Reserved. The Corporation shall reserve and keep available out
of  its  authorized  but  unissued  Common Stock such number of shares of Common
Stock  as  shall  from  time  to  time be sufficient to effect conversion of the
Series  A  Convertible  Preferred.

(4) Liquidation Preference.
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(a)  In  the  event  of  any  liquidation,  dissolution  or  winding  up  of the
Corporation,  whether  voluntary or involuntary (a "Liquidation"), the assets of
the  Corporation  available  for  distribution  of  its  stockholders  shall  be
distributed  as  follows:

(1)  The  holders  of  the  Series  A Convertible Preferred shall be entitled to
receive,  prior  to the holders of the other series of Preferred Stock and prior
and  in  preference  to  any  distribution of the assets or surplus funds of the
Corporation  to  the  holders of any other shares of stock of the Corporation by
reason of their ownership of such stock, an amount equal to $1.00 per share with
respect  to  each  share  of  Series  A  Convertible  Preferred.

(2)  If  upon  occurrence of a Liquidation the assets and funds thus distributed
among the holders of the Series A Convertible Preferred shall be insufficient to
permit  the  payment  to  such holders of the full preferential amount, then the
entire  assets  and  funds of the Corporation legally available for distribution
shall  be  distributed  among  the holders of the Series A Convertible Preferred
ratably  in  proportion  to the full amounts to which they would be respectively
entitled.

(3)  After  payment  of  the full amounts to the holders of Series A Convertible
Preferred  as  set  forth  above  in  paragraph (1), any remaining assets of the
Corporation  shall be distributed pro rata to the holders of the Preferred Stock
and Common Stock (in the case of the Preferred Stock, on an "as converted" basis
into  Common  Stock).

(b)  For the purposes of this Section 4, and unless a majority of the holders of
the  Series  A  Convertible  Preferred  affirmatively  vote  or agree by written
consent  to  the  contrary,  a  Liquidation  shall  be deemed to include (i) the
acquisition  of the Corporation by another entity by means of any transaction or
series  of  related  transactions  (including,  without  limitation,  any
reorganization  merger or consolidation) and (ii) a sale of all or substantially
all  of  the assets of the Corporation, unless the Corporation's stockholders of
record  as  constituted  immediately  prior  to  such  acquisition or sale will,
immediately  after  such  acquisition or sale (by virtue of securities issued as
consideration  for  the  Corporation's acquisition or sale or otherwise) hold at
least  fifty  percent  (50%)  of  the voting power of the surviving or acquiring
entity.

(c)  If any of the assets of the Corporation are to be distributed other than in
cash  under this Section 4, then the board of directors of the Corporation shall
promptly  engage  independent competent appraisers to determine the value of the
assets  to be distributed to the holders of Preferred Stock or Common Stock. The
Corporation  shall,  upon  receipt  of  such  appraiser's valuation, give prompt
written  notice  to each holder of shares of Preferred Stock and Common Stock of
the  appraiser's  evaluation.

(5) Voting Rights
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Except  as  otherwise  required  by  law,  the  holders  of Series A Convertible
Preferred  and  the  holders  of Common Stock shall be entitled to notice of any
stockholders'  meeting  and to vote as a single Series upon any matter submitted
to  the  stockholders  for  a vote as follows: (i) the holders of each Series of
Preferred  Stock  shall  have one vote for each full share of Commmon Stock into
which  a  share  of  such series would be convertible on the record date for the
vote,  or, if no such record date is established, at the date such vote is taken
or  any  such  written  consent  of  the stockholders is solicited; and (ii) the
holders of Common Stock shall have one vote per share of Common Stock held as of
such  date.

(6) Covenants.
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(a)  In addition to any other rights provided by law, the Corporation shall not,
without  first obtaining affirmative vote or written consent of the holders of a
majority  of the outstanding shares of Series A Convertible Preferred, do any of
the  following:

(1)  Take  any  action  which  would  either alter, change or affect the rights,
preferences, privileges or restrictions of the Series A Convertible Preferred or
increase  the  number  of  shares such series authorized hereby or designate any
other  series  of  Preferred  Stock;

(2) increase the size of equity incentive plan(s) or arrangements;

(3) make fundamental changes to the business of the Corporation;

(4)  make  any  changes to the terms of the Series A Convertible Preferred or to
the  Corporation's Articles of Incorporation or Bylaws, including by designation
of  any  stock.

(5) accrue any indebtedness in excess of $1,000,000'

(6) make any change in the size or number of authorized directors;

(7) repurchase any of the Corporation's Common Stock;

(8) sell, convey or otherwise dispose of, or create or incur any mortgage, lien,
charge  or  encumbrance  on  or  security interest in our pledge of, or sell and
leaseback,  all  or  substantially  all  of  the  property  or  business  of the
Corporation  or  more  than  50%  of  the  stock  of  the  Corporation;

(9) make any sale of additional Series A Preferred Stock.

(7) Reissuance.
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No share or shares of Series A Convertible Preferred acquired by the Corporation
by  reason  of conversion or otherwise shall be reissued as Series A Convertible
Preferred,  and  all  such  shares thereafter shall be returned to the status of
undesignated,  unissued  shares  of Series A Preferred Stock of the Corporation.

(8) Directors.
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The  holders  of Series A Convertible Preferred and Common Stock voting together
as  a Series shall be entitled to elect the directors comprising of the Board of
Directors  (and  to  fill  any  vacancies  with  respect  hereto).