Exhibit 4.1


    
      

    

     

    Exhibit
      4.1

     

     

    
       

       

      ARTICLES
        OF INCORPORATION

       

      OF

       

      SKAI
        INC.

       

       

       

      I,
        the
        undersigned natural person of the age of eighteen years or more, acting as
        incorporator of a corporation under the Texas Business Corporation Act, does
        hereby adopt the following Articles of Incorporation for such corporation:
        

       

      ARTICLE
        ONE

       

      The
        name
        of the Corporation is SKAI INC.

       

      ARTICLE
        TWO

       

      The
        period of the Corporation's duration is perpetual.

       

       

      ARTICLE
        THREE

       

       

      The
        purposes for which the Corporation is organized are the transaction of all
        lawful business for which corporations may be incorporated under the Texas
        Business Corporation Act. Without limiting the foregoing, the purposes for
        which
        the Corporation is organized, and its powers and authority, shall include
        the
        following: 

       

      
        
          	
                	(a)	
                   To purchase,
                    own, hold, control, use, manage, develop, improve, exchange,
                    mortgage,
                    service, lease, rent, sell, convey and otherwise acquire, dispose
                    of, and
                    deal generally with electronic equipment including satellite
                    cable
                    systems; 

                


        

        
          	 	 	 


        

      

      
        
          	
                	(b)	
                  To
                    contract for, provide, sell and otherwise deal in satellite and
                    master
                    antenna cable television services of all kinds as well as pay-per-view
                    and
                    free-to-guest cable distribution systems and services; 

                


        

        
          	 	 	 


        

      

      
        
          	
                	(c)	
                  To
                    purchase, own, hold, control, use, develop, improve, exchange,
                    mortgage,
                    lease, rent, sell, convey, or otherwise acquire and dispose of
                    and deal
                    generally in and with, real property, both improved and
                    unimproved, and
                    any and all oil, gas and other minerals and mineral rights of
                    every kind and any easement or other interest therein, wherever
                    situate;
                    to erect, or cause to be erected, on any lands owned, held or
                    occupied by
                    the Corporation, houses, buildings, or other structures, with
                    their
                    appurtenances; to manage, operate, lease, rebuild, enlarge, alter
                    or
                    improve any buildings or other structures, now or hereafter erected
                    on
                    lands so owned, held or occupied; to encumber, sell or otherwise
                    

                


        

        
          	 	 	 


        

      

       

       

       


      
        
          
          

        

        
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      dispose
        of any lands or interests in lands, and any buildings or other structures,
        and
        any houses, stores, shops, suites, rooms or part of any buildings or other
        structures, at any time owned or held by the Corporation; 

       

      
        
          	
                	(d)	
                  To
                    purchase or otherwise acquire, and to sell, let or grant letters
                    patent,
                    concessions, licenses, inventions, rights, and privileges, subject
                    to
                    royalty or otherwise, and whether exclusive, nonexclusive, or
                    limited, or
                    any part interest in such letters patent, concessions, licenses,
                    inventions, rights, and privileges, whether in the United States
                    or in any
                    other part of the world; 


                


        

        
          	 	 	 


        

      

      
        
          	
                	(e)	
                  To
                    acquire by
                    purchase, exchange,
                    lease or otherwise, and
                    to own, hold,
                    use, develop, improve, operate, sell, assign, lease, transfer, convey,
                    exchange, mortgage, pledge, or otherwise dispose of or deal in
                    and with
                    all kinds
                    of equipment, fixtures, appliances, machinery, vehicles,
                    structures, buildings,
                    facilities, intangibles, choses
                    in action
                    and other personal 
                    property,
                    and all kinds of real property of every class or description
                    and
                    interests, rights and privileges therein wheresoever
                    situate;

                


        

        
          	 	 	 


        

      

      
        
          	
                	(f)	
                  To
                    acquire and pay for in cash, stocks, bonds, debentures, or other
                    securities of the Corporation or otherwise, the good will, rights,
                    assets and
                    property and to undertake or assume
                    the whole or any part of the
                    obligations or liabilities of any person, firm, association or
                    corporation; 

                


        

        
          	 	 	 


        

      

      
        
          	
                	(g)	
                  To
                    purchase or otherwise acquire, and to own, engage in, operate
                    and
                    maintain, any and all types and kinds of lawful
                    businesses; 

                


        

        
          	 	 	 


        

      

      
        	
              	(h)	
                To
                  acquire, by subscription, discount, purchase or otherwise, own,
                  hold,
                  underwrite, guarantee, negotiate, sell, assign, discount, exchange,
                  mortgage, pledge, dispose of, realize upon and deal in and with
                  securities
                  of all kinds, including, but not limited to, shares of stock, bonds,
                  debentures, scrip, warrants, rights, voting trust certificates,
                  coupons,
                  notes, accounts receivable, contracts, mortgages, commercial paper,
                  evidences of indebtedness, certificates of interest, participation
                  certificates, acceptances and interim receipts and certificates,
                  issued or
                  created by any corporation,
                  association, joint stock company, partnership, firm,
                  individual, trustee, syndicate, government, governmental authority,
                  state,
                  municipal corporation, or any governmental division or subdivision;
                  to
                  possess and exercise any and all rights, powers and privileges
                  of
                  ownership of any of the stock or other property of the Corporation,
                  including the

              


      

       

       

       


      
        
          
          

        

        
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      right
        to
        vote or consent or otherwise act with respect thereto; and to do any acts
        or
        things for the protection, preservation, improvement and enhancement in value
        of
        any property of the Corporation; 

      


      
        	
              	(i)	
                To
                  borrow or raise money for any of the purposes of the Corporation
                  and, from
                  time to time, without limit as to amount, to draw, make, accept,
                  endorse,
                  execute and issue promissory
                  notes,
                  drafts, bills of exchange, warrants, bonds, debentures and other
                  types of
                  indebtedness and securities and to secure the payment of any thereof
                  and
                  of the interest thereon by mortgage upon, pledge, conveyance or
                  assignment
                  in trust of the whole or any part of the properties, assets, business
                  and
                  good will of the corporation, whether at the time owned or thereafter
                  acquired, and to sell,
                  pledge or otherwise
                  dispose of such bonds or other obligations of the Corporation for
                  its
                  corporate purposes; 

              


      

      


      
        	
              	(j)	
                To
                  guarantee the payment of the dividends on any shares of any corporation,
                  joint stock company or association in which the Corporation has
                  or may at
                  any time have an interest; to endorse, or otherwise guarantee the
                  payment
                  of the principal of, or interest on, any bonds, mortgages, debentures,
                  or
                  other securities issued or created by any corporation, joint stock
                  company
                  or association, in which the Corporation has an interest, or whose
                  shares
                  or securities it owns; to become surety for, and to guarantee,
                  the
                  carrying out or the performance of any contract of every kind of
                  any
                  corporation, joint stock company or association in which the Corporation
                  has an interest or whose shares or securities it owns; and to do
                  any and
                  all lawful things designed to protect, preserve, improve or enhance
                  the
                  value of any such shares, bonds, mortgages, debentures, securities,
                  or
                  other evidences of indebtedness of any corporation, joint stock
                  company or
                  association in which the Corporation has an interest or whose shares
                  or
                  securities it may own; 

              


      

      


      
        	
              	(k)	
                To
                  purchase, hold, cancel, reissue, sell, exchange, transfer, or otherwise
                  deal in its own securities from time to time, to such extent, in
                  such
                  manner and upon such terms as the Board of Directors of the Corporation
                  shall determine to the extent now or hereafter allowed by law,
                  and
                  provided further that the shares of its own capital stock belonging
                  to the
                  Corporation shall not be voted upon directly or indirectly; 

              


      

      


      
        	
              	(l)	
                To
                  have one or more offices, to carry on all or any part of its operations
                  and business without restriction or limit as to amount; to purchase
                  or
                  otherwise acquire, hold, own, mortgage, sell, convey or otherwise
                  dispose
                  of, real and personal property of every
                  class and description
                  in any of the States or the District of Columbia of the United
                  States,
                  subject to the laws of such State or
                  District;

              


      

       

       

      
        
          
          

        

        
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              	(m)	
                To
                  enter into, make and perform contracts of every kind and description
                  with
                  any person, firm, association, corporation, municipality, county,
                  State,
                  body politic, or government; 

              


      

      


      
        	
              	(n)	
                To
                  lend its 
                  funds
                  or credit from time to time to such 
                  extent,
                  to 
                  such
                  persons, firms, associations, corporations,
                  governments, or subdivisions thereof, and on
                  such terms
                  and on such security, if any, or without security, as the
                  Board of Directors of the Corporation 
                  may
                  determine and as may be lawful;

              


      

      


      
        	
              	(o)	
                To
                  carry on any other lawful business whatsoever in connection with
                  any of
                  the foregoing, or which is calculated directly
                  or indirectly to promote the interest
                  of the Corporation or to enhance the value of its property; and
                  to execute
                  from time to time, general and special powers of attorney to persons,
                  firms, associations or corporations, and to revoke the same as
                  and when
                  the Board of Directors may determine; and 

              


      

      


      
        	
              	(p)	
                In
                  general, to have and exercise all the powers conferred by the laws
                  of
                  Texas upon corporations formed under the laws of the State of Texas,
                  and
                  to do any or all of the things hereinabove set forth to the same
                  extent as
                  natural persons might or could do. 

              


      

       

      The
        foregoing clauses shall be construed as being objects and purposes and powers
        and the foregoing clauses shall, except where otherwise expressed, be in
        nowise
        limited to, restricted by reference to, or inference from, the terms of any
        other clause in these Articles of Incorporation, but the objects and purposes
        and powers specified in each of the foregoing clauses of this Article shall
        be
        regarded as independent objects, purposes and powers. The foregoing enumeration
        of specific objects, purposes and powers shall not be deemed to restrict
        or
        diminish the general powers of the Corporation, and the enjoyment and exercise
        thereof, as conferred by the laws of the State of Texas on business corporations
        organized pursuant to said laws. 

       

      ARTICLE
        FOUR

       

      The
        Corporation shall have authority to issue 11,000,000 shares of capital stock,
        which shall be divided into classes and shall have
        the
        following designations, preferences limitations and relative rights:


       

      A.    Common
        Stock.  One class shall consist of 10,000,000 shares of common stock of
        $0.01 par value, designated "Common Stock." The holders of Common Stock shall
        be
        entitled to elect all of the members of the Board of Directors of the
        Corporation, and such holders shall be entitled to vote as a class on all
        matters required or permitted to be submitted to the shareholders of the
        Corporation. 

       

       

      
        
          
          

        

        
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      B.    Preferred
        Stock. One class shall consist of 1,000,000 shares of preferred stock of
        $0.01 par value, designated "Preferred Stock." The Board of Directors of
        the
        Corporation shall be empowered to divide any and all shares of the Preferred
        Stock into series and to fix and determine the relative rights and preferences
        of the shares of any series so established. Before any shares of Preferred
        Stock
        of any particular series shall be issued, the Board of Directors shall fix
        and
        determine, and is hereby expressly empowered to fix and determine, in the
        manner
        provided by law, the following provisions of the shares of such series: (i)
        the
        distinctive designation of such series and the number of shares which shall
        constitute such series, which number may be increased (except where otherwise
        provided by the Board of Directors in creating such series) or decreased
        (but
        not below the number of shares thereof then outstanding) from time to time
        by
        like action of the Board 
        of Directors;
        (ii) the annual rate of dividends payable on shares of such series, whether
        dividends shall be cumulative and conditions upon which and the date when
        such
        dividends shall be accumulated on all shares of such series issued prior
        to the
        record date for the first dividend of such series; (iii) the time or times
        when
        and the price or prices at which shares of such
        series shall be redeemable at the option of the holder or of the
        Corporation and the sinking fund provisions, if any, for the purchase or
        redemption of such shares; (iv) the amount payable on shares of such series
        in
        the event of any liquidation, dissolution or winding up of the affairs of
        the
        Corporation, whether all or a portion
        is paid before any amount is paid on the Common Stock: (v) the rights, if
        any,
        of the holders of shares of such series to convert such shares into, or exchange
        such shares for, shares of Common Stock or shares of any other series of
        Preferred Stock and the terms and conditions of such conversion or exchange;
        and
        (vi) whether the shares of such series have voting rights and the extent
        of such
        voting rights, if any. 

       

      The
        Board
        of Directors shall have the power to reclassify any unissued shares of any
        series of Preferred Stock from time to time by setting or changing the
        preferences, conversion or other rights, voting powers, restrictions,
        limitations as to dividends, qualifications, or terms or conditions of
        redemption, including but not limited to, but subject to the limitations
        described in, the above provision.

       


      
        
          
          

        

        
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      Any
        action by the Board of Directors in authorizing the issuance of Preferred
        Stock
        and fixing and determining the provisions thereof is hereby ratified and
        approved. 

       

      C.     General.
        No
        shareholder
        shall have any preemptive right to subscribe to an additional issue of shares
        of
any
        class
        of stock of
        the
        Corporation or to any security convertible into such stock. No
        shareholder
        shall have the right to cumulate his vote on any matter on which he is entitled
        to vote, including elections of directors. 

       

      ARTICLE
        FIVE 

       

      The
        Corporation will not commence business until it has received for the issuance
        of
        its shares consideration of the
        value
        of not less than One Thousand Dollars ($1,000), consisting of money, labor
        done
        or property actually received. 

       

      ARTICLE
        SIX 

       

      The
        post
        office address of the Corporation's initial registered office is 2415 West
        Northwest Highway, Suite 103, Dallas, Texas 75220, and the name of its initial
        registered agent at such address is Edward R. McMurphy. 

       

      ARTICLE
        SEVEN

       

      The
        number of directors constituting the initial Board of Directors is nine
        (9), and
        the
        name and address of each person who is to
        serve
        as
        director until the first annual meeting of the shareholders or until a successor
        is elected and qualified are: 

       

      


      


      
        	
                NAME

              	
                ADDRESS

              
	 	 
	
                Edward
                  R.
                  McMurphy

              	
                2415
                  W. Northwest Highway

                Suite
                  103

                Dallas,
                  Texas 75220 

              
	 	 
	
                R.
                  Clark Sledge

              	
                2415
                  W. Northwest Highway

                Suite
                  103

                Dallas,
                  Texas 75220 

              
	 	 
	
                John
                  David Simmons

              	
                100
                  Century Park South

                Suite
                  204

                Birmingham,
                  Alabama 35226

              
	 	 
	
                William
                  C. Brookshire, Jr.

              	
                950
                  E. Paces Ferry

                Suite
                  2300

                Atlanta,
                  Georgia 30326 

              
	 	 
	
                Joel
                  B. Piassick

              	
                2400
                  First Atlanta Tower

                Atlanta,
                  Georgia 30383 

              


      

      


      


      


      


      



      
        
          
          

        

        
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                George
                  H. Covert 
                  

              	
                1700
                  W. 6th Street 
                  

              
	
                 
                  

              	
                Austin,
                  Texas 78703 
                  

              
	 	 
	
                John
                  Adel, Sr. 
                  

              	
                7615
                  Mason Dell 
                  

              
	
                 
                  

              	
                Dallas,
                  Texas 75220 
                  

              
	 	 
	
                John
                  A.
                  Stephens 
                  

              	
                2708
                  Grand Avenue 
                  

              
	
                 
                  

              	
                Des
                  Moines, Iowa 50312 
                  

              
	 	 
	
                Gary
                  D. Baumgart 
                  

              	
                50005
                  LBJ Freeway 
                  

              
	
                 
                  

              	
                Suite
                  1230 
                  

              
	
                 
                  

              	
                Dallas,
                  Texas 75244 
                  

              


      

      


      


      


      ARTICLE
        EIGHT

      


      The
        name
        and address of
        the
        incorporator is: Helen T. Ferraro, Esq., 1800 East Tower,
        3333 Peachtree Road, N.E., Atlanta, Georgia 30326.

      


       

      ARTICLE
        NINE

       

      No
        director of the Corporation shall be liable to the Corporation or its
        shareholders for monetary damages for an act or omission in the director's
        capacity as a director, except that this Article does not authorize the
        elimination or limitation of the liability of a director to the extent the
        director is found liable for: 

       

      (1)    a
        breach of
        the director's duty of loyalty to the Corporation or its shareholders;


       

      (2)    an
        act or
        omission not in good faith that constitutes a breach of duty of the director
        to
        the Corporation or an act or omission that involves intentional misconduct
        or a
        knowing violation of the law; 

       

      (
        3
        )    a
        transaction from which the director received an improper benefit, whether
        or not
        the benefit resulted from an action taken
        within the scope of the director's office; or 

       

      (4)    an
        act or
        omission for which the liability of a director is expressly
        provided by an applicable statute. 

       

      If
        applicable law is amended to authorize corporate action further eliminating
        or
        limiting the liability of directors, then the liability of each director
        of the
        Corporation shall be eliminated or limited to the fullest extent permitted
        by
        applicable law, as amended. Neither the amendment or repeal of this Article,
        nor
        the adoption of any provision of these Articles of Incorporation
        inconsistent
        with this Article, shall eliminate or reduce the effect of this Article in
        respect of any acts or omissions occurring prior to such amendment, repeal
        or
        adoption of an inconsistent provision. 

       


      
        
          
          

        

        
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      ARTICLE
        TEN

       

      Notwithstanding
        any provision of law requiring the affirmative vote of a greater percentage
        or
        proportion than a majority of the outstanding shares of all classes or of
        any
        class of stock of the Corporation entitled to vote to take or authorize any
        action, such action may be taken or authorized upon the affirmative vote
        of a
        majority of the outstanding shares of all classes or of any class of stock
        of
        the Corporation entitled to vote thereon, except as may be otherwise provided
        in
        these Articles of Incorporation or in the By-laws. 

       

       

      IN
        WITNESS WHEREOF, the undersigned has hereunto set her hand, this 22nd day
        of
        August, 1989.

       

      
        	 	
                /s/
                  Helen T. Ferraro

              
	 	
                
                  

                

                Helen
                  T. Ferraro 

              


      

       

      


       

       

      


       

       

      


       

      
        	 	 	 	 	 
	
                STATE
                  OF
                  GEORGIA 
                  

              	
                 
                  

              	
                ) 
                  

              	
                 
                  

              	
                 
                  

              
	
                 
                  

              	
                 
                  

              	
                ) 
                  

              	
                 
                  

              	
                ss: 
                  

              
	
                COUNTY
                  OF FULTON 
                  

              	
                 
                  

              	
                ) 
                  

              	
                 
                  

              	
                 
                  

              


      

      


       

      I,
        Robert
        T. Molinet, a notary public, do hereby certify that on this 22nd day of August,
        1989, personally appeared before me, Helen
        T.
        Ferraro, who being by me first duly sworn, declared that she is the person
        who
        signed the foregoing document as incorporator, and that the statements therein
        contained are true.

       

       

      
        	 	
                /s/ Robert
                  T. Molinet

                Notary
                  Public

                Notary
                  Public,
                  DeKalb County, Georgia 

                My
                  Commission
                  Expires
                  Dec 27,
                  1991 

              


      

       

      
 [NOTARIAL
        SEAL]

       

       

       

       

       

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