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                                                                     EXHIBIT 4.1

                                SMART SMS CORP.,
                              A FLORIDA CORPORATION

                      SERIES A CONVERTIBLE PREFERRED STOCK

RIGHTS, POWERS, DESIGNATIONS, AND PREFERENCES

     The Series A Convertible Preferred Stock shall have the voting powers,
     preferences and relative, participating, optional and other special rights,
     qualifications, limitations and restrictions as follows:

     A.   DESIGNATION AND AMOUNT. Out of the Twenty Five Million (25,000,000)
          shares of the Company's $.001 par value authorized Preferred Stock,
          Ten Million (10,000,000) shares shall be designated as shares of
          Series A Convertible Preferred Stock (the "Series A Preferred").

     B.   RANK. The Series A Preferred shall be senior to the Common Stock and
          any other series or class of the Company's Preferred Stock.

     C.   LIQUIDATION RIGHTS.

          (i)  In the event of any liquidation, dissolution, or winding up of
               the Company, whether voluntary or involuntary, the holders of the
               Series A Preferred then outstanding shall be entitled to be paid
               out of the assets of the Company available for distribution to
               its shareholders, before any payment or declaration and setting
               apart for payment of any amount shall be made in respect of any
               outstanding capital stock of the Company, an amount equal to Two
               Dollars ($2.00) per share, plus the Redemption provision (as
               defined below). Then all of the assets of the Company available
               to be distributed shall be distributed ratably to the holders of
               the Series A Preferred and then to the holders of other
               outstanding shares of capital stock of the Company. If upon any
               liquidation, dissolution, or winding up of the Company, whether
               voluntary or involuntary, the assets to be distributed to the
               holders of the Series A Preferred shall be insufficient to permit
               the payment to the holders thereof the full preferential amount
               as provided herein, then such available assets shall be
               distributed ratably to the holders of the Series A Preferred.

          (ii) None of the following events shall be treated as or deemed to be
               a liquidation hereunder:

          (a)  A merger, consolidation or reorganization of the Company;

          (b)  A sale or other transfer of all or substantially all of the
               Company's assets;

          (c)  A sale of 50% or more of the Company's capital stock then issued
               and outstanding;

          (d)  A purchase or redemption by the Company of stock of any class; or

          (e)  Payment of a dividend or distribution from funds legally
               available therefor.

     D.   VOTING RIGHTS. In all matters the Series A Preferred shall have the
          same voting rights as the Common Stock, but on an one hundred-to-one
          basis (100:1). If the Company effects a stock split which either
          increases or decreases the number of shares of Common Stock
          outstanding and entitled to vote, the voting rights of the Series A
          Preferred shall not be subject to adjustment unless specifically
          authorized.

DIVIDENDS

     The holders of the Series A Preferred shall be entitled to receive Common
     Stock dividends when, as, and if declared by the directors of the Company,
     at the rate of $.20 per share to be paid in cash or in Market Value of the
     Company's common stock, whichever is greater.

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     Without prior written consent of the majority of the holders of Series A
     Preferred, so long as any shares of Series A Preferred shall be
     outstanding, the Company shall not declare or pay on any Junior Stock any
     dividend whatsoever, whether in cash, property or otherwise, nor shall the
     Company make any distribution on any Junior Stock, nor shall any Junior
     Stock be purchased or redeemed by the Company or any of its subsidiaries of
     which it owns not less than 51% of the outstanding voting stock, nor shall
     any monies be paid or made available for a sinking fund for the purchase or
     redemption of any Junior Stock, unless all dividends to which the holders
     of Series A Preferred shall have been entitled for all previous dividend
     periods shall have been paid or declared and a sum of money sufficient for
     the payment thereof and the Redemption Price (as hereinafter defined) is
     set apart.

CONVERSION

     The Series A Preferred shall have the following conversion rights (the
     "Conversion Rights"):

     A.   Holder's Optional Right to Convert. Each share of Series A Preferred
          shall be convertible, at the option of the holder(s), on the
          Conversion Basis (as set forth below) in effect at the time of
          conversion. Such right to convert shall commence as of the Issue Date
          and shall continue thereafter for a period of ten (10) years, such
          period ending on the tenth anniversary of the Issue Date. In the event
          that the holder(s) of the Series A Preferred elect to convert such
          shares into Common Stock, the holder(s) shall have sixty (60) days
          from the date of such notice in which to tender their shares of Series
          A Preferred to the Company.

     B.   Conversion Basis. Each share of Series A Preferred shall be
          convertible into one hundred (100) shares of the Company's Common
          Stock.

     C.   Mechanics of Conversion. Before any holder of Series A Preferred shall
          be entitled to convert the same into shares of Common Stock, such
          holder shall (i) give written notice to the Company, at the office of
          the Company or of its transfer agent for the Common Stock or the
          Preferred Stock, that he elects to convert the same and shall state
          therein the number of shares of Series A Preferred being converted;
          and (ii) surrender the certificate or certificates therefore, duly
          endorsed. Thereupon the Company shall promptly issue and deliver to
          such holder of Series A Preferred a certificate or certificates for
          the number of shares of Common Stock to which such holder shall be
          entitled. The conversion shall be deemed to have been made and the
          resulting shares of Common Stock shall be deemed to have been issued
          immediately prior to the close of business on the date of such notice
          and surrender of the shares of Series A Preferred.

     D.   Adjustments to the Conversion Basis.

          (i)  Stock Splits and Combinations. If at any time after the Company
               first issues the Series A Preferred and while any of the shares
               of Series A Preferred remain outstanding, if the Company shall
               effect a consolidation of its Common Stock or a reverse split of
               the Common Stock, the Conversion Basis then in effect immediately
               before that consolidation or reverse split shall not be adjusted.
               However, if at any time after the Company first issues the Series
               A Preferred and while any of the shares of Series A Preferred
               remain outstanding, if the Company shall effect a forward stock
               split of the Common Stock, the Conversion Basis then in effect
               immediately before that split shall be proportionately adjusted.
               Any adjustment shall become effective at the close of business on
               the date the forward split becomes effective.

          (ii) Reclassification, Exchange or Substitution. At any time after the
               Company first issues the Series A Preferred and while any of the
               shares of Series A Preferred remain outstanding, if the Common
               Stock issuable upon the conversion of the Series A Preferred
               shall be changed into the same or a different number of shares of
               any class or classes of stock, whether by capital reorganization,
               reclassification, or otherwise (other than a subdivision or
               combination of shares or stock dividend provided for above, or a
               reorganization, merger, consolidation, or sale of assets), then
               and in each such event the holder of each share of Series A
               Preferred shall have the right thereafter to convert such shares
               into the kind and amount of shares of stock and other securities
               and property receivable upon such reorganization,
               reclassification, or other change, by holders of the number of
               shares of Common Stock into which such shares of Series A
               Preferred might have been converted immediately prior to such
               reorganization, reclassification, or change, all subject to
               further adjustments as provided herein.

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          (iii) Reorganization, Mergers, Consolidations or Sales of Assets. At
               any time after the Company first issues the Series A Preferred
               and while any of such shares remain outstanding, if there shall
               be a capital reorganization of the Common Stock (other than a
               subdivision, combination, reclassification, or exchange of
               shares), or a merger or consolidation of the Company with or into
               another Company, or the sale of all or substantially all of the
               Company's 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 the Series A Preferred thereafter
               shall be entitled to receive upon conversion of the Series A
               Preferred, the number of shares of stock or other securities or
               property of the Company, or of the successor Company resulting
               from such merger or consolidation or sale, to which a holder of
               Series A Preferred deliverable upon conversion would have been
               entitled on such capital reorganization, merger, consolidation,
               or sale.

     E.   Notices of Record Date. In the event of any reclassification or
          recapitalization of the capital stock of the Company, any merger or
          consolidation of the Company, or any transfer of all or substantially
          all of the assets of the Company to any other Company, entity, or
          person, or any voluntary or involuntary dissolution, liquidating, or
          winding up of the Company, the Company shall mail to each holder of
          Series A Preferred at least 30 days prior to the record date specified
          therein, a notice specifying the date on which any such
          reorganization, reclassification, transfer, consolidation, merger,
          dissolution, liquidation, or winding up is expected to become
          effective, and the time, if any is to be fixed, as to when the holders
          of record of Common Stock (or other securities) shall be entitled to
          exchange their shares of Common Stock (or other securities) for
          securities or other property deliverable upon such reorganization,
          reclassification, transfer, consolidation, merger, dissolution,
          liquidation, or winding up.

     F.   Fractional Shares. No fractional shares of Common Stock shall be
          issued upon conversion of the Series A Preferred. In lieu of any
          fractional shares to which the holder would otherwise be entitled, the
          Company shall pay cash equal to the product of such fraction
          multiplied by the fair market value of one share of the Company's
          Common Stock on the date of conversion, as determined in good faith by
          the Company's directors.

     G.   Reservation of Stock Issuable Upon Conversion. At such time as the
          Company increases its authorized capital resulting in a sufficient
          number of shares of Common Stock becoming available for the conversion
          of the Series A Preferred, the Company shall reserve and keep
          available out of its authorized but unissued shares of Common Stock,
          solely for the purpose of effecting the conversion of the shares of
          the Series A Preferred, a number of its shares of Common Stock as
          shall from time to time be sufficient to effect the conversion of all
          outstanding shares of the Series A Preferred.

PROTECTIVE PROVISIONS

     Notwithstanding anything contained herein to the contrary, so long as any
     of the Series A Preferred shall be outstanding, the Company shall not
     without first obtaining the approval (by vote or written consent, as
     provided by law) of the holders of at least two-thirds of the total number
     of shares of Series A Preferred outstanding:

     A.   Alter or change the rights, preferences or privileges of the Series A
          Preferred by way of reverse stock split, reclassification, merger
          consolidation or otherwise, so as to adversely affect in any manner
          the voting rights including number of votes presently allowed or the
          conversion basis by which the shares of Series A Preferred are
          presently converted into shares of Common Stock.

     B.   Increase the authorized number of Series A Preferred.

     C.   Create any new class of shares having preferences over or being on a
          parity with the Series A Preferred as to dividends or assets, unless
          the purpose of creation of such class is, and the proceeds to be
          derived from the sale and issuance thereof are to be used for, the
          retirement of all Series A Preferred then outstanding.

     D.   Repurchase any of the Company's Common Stock.

     E.   Merge or consolidate with any other Company, except into or with a
          wholly-owned subsidiary of the Company with the requisite shareholder
          approval.

     F.   Sell, convey or otherwise dispose of, or create or incur any mortgage,
          lien, charge or encumbrance on or security interest in or pledge of,
          or sell and leaseback, all or substantially all of the property or
          business of the Company.

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     G.   Incur, assume or guarantee any indebtedness (other than such as may be
          represented by the obligation to pay rent under leases) maturing more
          than 18 months after the date on which it is incurred, assumed or
          guaranteed by the Company, except purchase money obligations,
          obligations assumed as part of the price of property purchased, or the
          extension, renewal or refunding of any thereof.

REDEMPTION

     Subject to the applicable provisions of Florida law, the Company, at the
     option of its directors, may at any time or from time to time redeem the
     whole or any part of the outstanding Series A Preferred. Upon redemption
     the Company shall pay for each share redeemed the amount of Two Dollars
     ($2.00) per share, payable in cash, plus a premium to compensate the
     original purchaser(s) for the investment risk and cost of capital equal to
     ten (10%) percent per annum from the Issue Date, being referred to as the
     "Redemption Price."

     At least thirty (30) days previous notice by mail, postage prepaid, shall
     be given to the holders of record of the Series A Preferred to be redeemed,
     such notice to be addressed to each such shareholder at the address of such
     holder appearing on the books of the Company or given to such holder to the
     Company for the purpose of notice, or if no such address appears or is
     given, at the place where the principal office of the Company is located.
     Such notice shall state the date fixed for redemption and the redemption
     price, and shall call upon the holder to surrender to the Company on said
     date at the place designated in the notice such holder's certificate or
     certificates representing the shares to be redeemed. On or after the date
     fixed for redemption and stated in such notice, each holder of Series A
     Preferred called for redemption shall surrender the certificate evidencing
     such shares to the Company at the place designated in such notice and shall
     thereupon be entitled to receive payment of the redemption price. If less
     than all the shares represented by any such surrendered certificate are
     redeemed, a new certificate shall be issued representing the unredeemed
     shares. If such notice of redemption shall have been duly given, and if on
     the date fixed for redemption funds necessary for the redemption shall be
     available therefore, notwithstanding that the certificates evidencing any
     Series A Preferred called for redemption shall not have been surrendered,
     the dividends with respect to the shares so called for redemption shall
     forthwith after such date cease and determine, except only the right of the
     holders to receive the redemption price without interest upon surrender of
     their certificates therefore.

     If, on or prior to any date fixed for redemption or Series A Preferred, the
     Company deposits, with any bank or trust company as a trust fund, the
     number of shares of Common Stock of a sum sufficient to redeem, on the date
     fixed for redemption thereof, the shares called for redemption, with
     irrevocable instructions and authority to the bank or trust company to give
     the notice of redemption thereof (or to complete the giving of such notice
     if theretofore commenced) and to pay, or deliver, on or after the date
     fixed for redemption or prior thereto, the redemption price of the shares
     to their respective holders upon the surrender of their share certificates,
     then from and after the date of the deposit (although prior to the date
     fixed for redemption), the shares so called shall be redeemed and any
     dividends on those shares shall cease to accrue after the date fixed for
     redemption. The deposit shall constitute full payment of the shares to
     their holders and from and after the date of the deposit the shares shall
     no longer be outstanding and the holders thereof shall cease to be
     shareholders with respect to such shares, and shall have no rights with
     respect thereto except the right to receive from the bank or trust company
     payment of the redemption price of the shares without interest, upon the
     surrender of their certificates therefore. Any interest accrued on any
     funds so deposited shall be the property of, and paid to, the Company. If
     the holders of Series A Preferred so called for redemption shall not, at
     the end of six years from the date fixed for redemption thereof, have
     claimed any funds so deposited, such bank or trust company shall thereupon
     pay over to the Company such unclaimed funds, and such bank or trust
     company shall thereafter be relieved of all responsibility in respect
     thereof to such holders and such holders shall look only to the Company for
     payment of the redemption price.

REISSUANCE

     Any share or shares of Series A Preferred acquired by the Company by reason
     of conversion or otherwise may be reissued as Series A Preferred.

SEVERABILITY OF PROVISIONS

     If any right, preference or limitation of the Series A Preferred set forth
     in this resolution (as such resolution may be amended from time to time) is
     invalid, unlawful or incapable of being enforced by reason of any rule of
     law or public policy, all other rights, preferences and limitations set
     forth in this resolution (as so amended) which can be given effect without
     the invalid, unlawful or unenforceable right, preference or limitation
     shall, nevertheless, remain in full force and effect, and no right,
     preference or limitation herein set forth shall be deemed dependent upon
     any other such right, preference or limitation unless so expressed herein.