

                            
                            EXHIBIT 4.1

         CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
                SERIES C 8% CONVERTIBLE PREFERRED STOCK OF
                            CELCOR, INC.
          Pursuant to Section 151 of the General Corporation Law
                         of the State of Delaware

      Celcor, Inc., a Delaware corporation (the "Corporation"), certifies that
pursuant to the authority contained in Article FOURTH of its Certificate of
Incorporation, as amended, and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, its Board of
Directors has adopted the following resolution creating a series of its
Preferred Stock designated as Series C 8% Convertible Preferred Stock.

      RESOLVED, that a series of 1,000,000 shares of the class of authorized
Preferred Stock of the Corporation, par value one mill ($.001) per share, be
hereby created, said shares to be designated as Series C 8% Convertible
Preferred Stock ("8% Convertible Preferred Stock"), and the powers and
relative, participating, optional and other special rights of the shares of
such series and the qualifications, limitations or restrictions thereof are as
follows:
      
            (a)   The stated value of the 8% Convertible Preferred Stock shall
be Three Dollars ($3.00) per share.  The holders of 8% Convertible Preferred
Stock, in preference to the holders of the Common Stock of the Corporation,
shall be entitled to receive dividends at the rate of $.24 per share per
annum, and no more, the same being equal to 8% of the stated value per share
thereof, and no more, payable on June 30, 1997 and quarterly thereafter.  Such
preferential dividend on shares of 8% Convertible Preferred Stock shall
commence to accrue from the date of issue of such shares.
            
            Preferential dividends on the 8% Convertible Preferred Stock shall
be deemed to accrue from day to day.  Such preferential dividends shall be
cumulative, and the deficiency, if any, shall be fully paid or declared and
set apart before any dividend shall be paid upon or declared or set apart for
the Common Stock.  Accumulations of dividends on shares of 8% Convertible
Preferred Stock shall not bear interest.
            
            (b)   The 8% Convertible Preferred Stock shall be preferred as to
assets over the Common Stock, so that in the event of the voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of 8% Convertible Preferred Stock shall be entitled to have set apart
for them, or to be paid out of the assets of the Corporation, before any
distribution is made to or set apart for the holders of the Common Stock, an
amount in cash equal to Three Dollars ($3.00) per share plus a sum equal to
accrued and unpaid dividends thereon, whether or not declared, and no more.
            
            (c)   Except as otherwise herein or by law provided, the 8%
Convertible Preferred Stock shall not be entitled to vote on any matter
submitted to a vote of stock-holders of the Corporation.
            
            (d)   Each share of the 8% Convertible Preferred Stock may be
converted, at the option of the holder thereof, at any time during the period
beginning July 1, 1994 and ending June 30, 1997 into Three shares of fully
paid and nonassessable Common Stock of the Corporation, subject to adjustment,
however, as hereinafter in paragraph (e) provided.  Upon any such conversion
of shares of 8% Convertible Preferred Stock no allowance or adjustment shall
be made with respect to the dividends upon either class of Stock.
            
            Such option to convert shares of 8% Convertible Preferred Stock
into Shares of Common Stock may be exercised by, and only by, surrendering for
such purpose to the Corporation, at the office of the Corporation or that of
one of its Transfer Agents for its Common Stock, certificates representing the
shares to be converted, duly endorsed or accompanied by proper instruments of
transfer, if so required by the Corporation or any such Transfer Agent.  At
the time of such surrender, the person exercising such option to convert shall
be deemed to be the holder of the shares of Common Stock issuable upon such
conversion, notwithstanding that the stock transfer books of the Corporation
may then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to such person.
            
            The term "Common Stock," as used in paragraphs (a)-(k), shall mean
Common Stock of the character authorized at the date of the initial issuance
of the 8% Convertible Preferred Stock or, in case of a reclassification or
exchange of such Common Stock, shares of the stock into or for which such
Common Stock shall be reclassified or exchanged and all provisions of
paragraphs (a)-(k) shall be applied appropriately thereto and to any stock
resulting from any subsequent reclassification or exchange thereof.
            
            (e)   The number of shares of Common Stock into which the shares
of 8% Convertible Preferred Stock may be converted shall be subject to
adjustment from time to time in certain instances as follows:
            
            (1)   The term "Conversion Price" as used herein means an amount
such that when the sum of $3.00 is divided by such Conversion Price, the
result is the number of shares of Common Stock into which one share of 8%
Convertible Preferred Stock will be converted.  The initial Conversion Price
hereunder shall be $1.00.
            
            (2)   If at any time the outstanding shares of Common Stock of the
Corporation shall be subdivided or combined into a greater or smaller number
of shares (by way of reclassification or split up of shares or in any other
manner), then the conversion Price shall be multiplied by a fraction, the
numerator of which is the total number of issued and outstanding common shares
prior to such subdivision or combination and the denominator of which is the
total number of issued and outstanding shares of Common Stock immediately
after such subdivision or combination.
            
            (3)   If at any time there is declared on the Common Stock of the
Corporation any dividend payable in Common Stock of the Corporation, then the
Conversion Price shall be multiplied by a fraction, the numerator of which is
the total aggregate number of shares of Common Stock issued and outstanding
prior to such dividend, and the denominator of which is the total number of
issued and outstanding shares of Common Stock immediately after such dividend.
            
            (4)   If the Corporation shall issue or sell any shares of Common
Stock (excluding certain shares hereinafter set forth in clause (5) of this
paragraph (e)) for a consideration per share other than the Conversion Price
in effect immediately before the time provided for such adjustment, said
conversion price shall be adjusted to a price determined by dividing:
            
            (i)   an amount equal to (A) the number of issued shares of Common
Stock immediately prior to such issuance or sale multiplied by the then
current conversion price plus (B) the consideration, if any, received by the
Corporation upon such issuance or sale and plus (C) the net excess, if any, of
the aggregate proceeds actually received from the prior sale or issuance of
Common Stock (except as provided in clause (5) of this paragraph (e)) over the
then current conversion price less (D) the deficiency in the aggregate
proceeds, received or deemed to be received, from the prior sale or issuance
of Common Stock (except as provided in clause (5) of this paragraph (e)) under
the then current Conversion Price (excluding the consideration received under
(B) above) all as determined since the last required change in the Conversion
Price as a result of this formula, by
            
            (ii)  the number of issued shares of Common Stock immediately
after such issuance or sale.
            
            After such calculation, the number of shares of Common Stock
deliverable upon conversion of each share of the 8% Convertible Preferred
Stock shall be the quotient obtained by dividing $3.00 by the Conversion Price
so adjusted; provided, however, that notwithstanding the foregoing, no
adjustment shall be made pursuant to this clause (4) which would result in an
increase in the Conversion Price over $1.00.
            
            For the purpose of this clause (4), the following provisions shall
be applicable:
            
            (aa)  In case of the issuance or sale of Common Stock for cash,
the consideration shall be deemed to be the cash proceeds received by the
Corporation before deducting any discounts, commissions or other expenses
incurred in connection therewith.  In the case of issuance or sale of Common
Stock (otherwise than upon conversion or exchange of securities by their terms
convertible or exchangeable into Common Stock) for a consideration other than
cash, the amount of such consideration shall be deemed to be the fair value
thereof as determined by the Board of Directors, irrespective of the
accounting treatment thereof.
            
            (bb)  If the Corporation issues options or rights to subscribe for
shares of Common Stock or issues securities convertible into, exchangeable
for, or carrying rights of purchases of, shares of Common Stock, and if the
consideration per share of the Common Stock deliverable upon exercise of such
options or rights or upon conversion or exchange of such securities
(determined by dividing the total amount received or receivable by the
Corporation as consideration for the granting of such options or rights or the
issue or sale of such convertible or exchangeable securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Corporation upon the exercise, conversion or exchange thereof, by the total
maximum number of shares of Common Stock issuable upon such exercise,
conversion or exchange), is less than the conversion price in effect as to the
8% Convertible Preferred Stock immediately prior to such issuance:
            
            (i)   In the case of options or rights, the shares of Common Stock
deliverable upon their exercise shall be considered to have been issued at the
time of issuance of such options or rights and the aggregate consideration
shall be the minimum purchase price payable to the Corporation upon exercise
of such option or rights plus any additional consideration received by it for
such options or rights at the time of their issuance.
            
            (ii)  In the case of convertible or exchangeable securities, the
maximum number of shares of Common Stock initially deliverable upon their
conversion or exchange shall be considered to have been issued at the time of
issuance or sale of such securities and for a consideration equal to the
consideration received by the Corporation for such securities, before
deducting any discounts, commissions or other expenses in connection with the
issuance and sale of such securities, plus the minimum additional
consideration, if any, receivable by the Corporation upon the conversion or
exchange thereof.
            
            (iii) No further adjustment of a conversion price shall be made
upon the actual issue of such Common Stock upon the exercise of such rights or
options or upon the conversion or exchange of such convertible or exchangeable
securities.
            
            (iv)  Upon the expiration of such options or rights, or the
termination of such right to convert or exchange, the conversion price shall
forthwith be readjusted to such conversion price as would have obtained had
the adjustment made upon the issuance of such options, rights, or convertible
or exchangeable securities been made upon the basis of the issuance or sale of
only the number of shares of Common Stock actually issued upon the exercise of
such options or rights or upon the conversion or exchange of such securities.
            
            (v)   In the event that, prior to the expiration of such options
or rights or the termination of such right to convert or exchange, the
consideration payable on the issuance, sale or delivery of the shares of
Common Stock shall increase, or the number of shares of Common Stock
deliverable upon conversion of or in exchange for any such convertible or
exchangeable security shall decrease, the conversion price shall forthwith be
readjusted to such conversion price as would have obtained had the adjustment
made upon the issuance of such options, rights or convertible or exchangeable
securities been made (except with respect to options or rights exercised or
securities converted or exchanged prior to such readjustment) upon the basis
of such increased consideration payable or decreased number of shares
deliverable.
            
            (vi)  Options or rights issued or granted pro rata to stockholders
without consideration and securities convertible into, exchangeable for, or
carrying rights of purchase of, shares of Common Stock, which securities are
issuable by way of dividend or other distribution to stockholders, shall be
deemed to have been issued or granted at the close of business on the date
fixed for the determination of stockholders entitled thereto and shall be
deemed to have been issued without consideration.
            
            (cc)  Any shares of Common Stock or other securities held in the
treasury of the Corporation shall be deemed issued and the sale or other
disposition thereof shall not be deemed an issuance or sale thereof.
            
            (5)   The conversion price shall not be adjusted by reason of the
issuance of shares pursuant to options or stock purchase agreements granted
to, or entered into with, officers and employees of the Corporation or of any
subsidiary, provided that such shares shall not exceed 300,000 shares of
Common Stock, and provided further that such number of 300,000 shares shall be
increased or decreased proportionately in the event of the subdivision or
combination of the outstanding shares of Common Stock of the Corporation into
a greater or smaller number of shares (by way of reclassification or split up
of shares or in any other manner) or the declaration of stock dividends on the
Common Stock of the Corporation.
            
            (6)   No adjustment in the conversion prices resulting from the
application of the foregoing provisions is to be given effect unless, by
making such adjustment, the conversion price in effect immediately prior to
such adjustment would be changed by ten (10) cents or more, but any adjustment
which would change the conversion price by less than ten (10) cents is to be
carried forward and given effect in making future adjustments; provided that
in making future adjustments under clause (4) of this paragraph (e)
adjustments which are already given effect in subparagraph (i) of clause (4)
shall not otherwise be carried forward.  All calculations under this paragraph
(e) shall be made to the nearest one-thousandth (1/1,000th) of one cent or to
the nearest one-hundred thousandth (1/100,000th) of a share, as the case may
be.
            
            (f)   Whenever the number of shares of Common Stock deliverable
upon the conversion of the shares of 8% Convertible Preferred Stock shall be
adjusted pursuant to the provisions hereof, the Corporation shall forthwith
file at its principal office and with the transfer agent or agents for the 8%
Convertible Preferred Stock and for such Common Stock a statement, signed by
the President or one of the Vice-Presidents of the Corporation and by its
Treasurer or one of its Assistant Treasurers stating the adjusted number of
shares of Common Stock deliverable per share of 8% Convertible Preferred Stock
and setting forth in reasonable detail the method of calculation and the facts
requiring such adjustment and upon which such calculation is based.  Each
adjustment shall remain in effect until a subsequent adjustment hereunder is
required.
            
            The Corporation shall at all times reserve and keep available out
of its authorized but unissued Common Stock, the full number of shares of
Common Stock deliverable upon the conversion of all outstanding shares of 8%
Convertible Preferred Stock and all other outstanding shares and other
securities which are convertible into Common Stock, and upon exercise of any
outstanding rights or options to purchase Common Stock.
            
            (g)   In connection with the conversion of shares of 8%
Convertible Preferred Stock into Common Stock, no fractions of shares of 8%
Convertible Preferred Stock or of Common Stock shall be issued; and, in lieu
thereof, non-dividend bearing non-voting scrip (exchangeable when combined for
full shares) may be issued, or the Board of Directors may make such provisions
for the stockholders in lieu of the issue of scrip as it may determine,
including payment in cash or sale of stock to the extent of any fractions of
shares and distribution of the net proceeds or otherwise.  The Board of
Directors may determine and fix the form of such scrip, whether bearer or
otherwise, the denomination thereof, the expiration dates thereof, any provi
sions permitting sale of the full shares for which such scrip is exchangeable
for the account of the holder of such scrip (or in lieu of sale of such full
shares, provisions for the determination of the value thereof and for payment
of the value so determined to the holders of such scrip), and any other terms
or provisions of such scrip as it may deem advisable.
            
            (h)   Shares of 8% Convertible Preferred Stock that have been
converted shall not be reissued.
            
            (i)   While any of the 8% Convertible Preferred Stock is
outstanding the Corporation shall not alter or change the preferences, special
rights or powers of the 8% Convertible Preferred Stock so as to adversely
affect the 8% Convertible Preferred Stock without the affirmative consent
(given in writing or at a meeting duly called for that purpose) of the holders
of at least two-thirds (2/3rds) of the aggregate number of shares of 8%
Convertible Preferred Stock then outstanding.
            
            (j)(i)      The Corporation, at the option of its Board of
Directors and in a manner set forth in this paragraph (j), may at any time
after July 1, 1996, redeem the Preferred Stock at a price of $4.50 per share
(plus all accrued and unpaid dividends), in whole or in part from any source
of funds legally available therefor.
            
            (ii)  In the event of a redemption of only part of the then
outstanding Preferred Stock, the Corporation shall effect such redemption pro
rata according to the number of shares held by each holder of such shares.
            
                  (iii) At least 30 days and not more than 60 days prior to
the date fixed for any redemption of the Preferred Stock (the "Redemption
Date"), written notice (the "Redemption Notice"; the Preferred Stock
referenced in such Redemption Notice shall be referred to herein as the
"Redeemed Stock") shall be mailed, postage prepaid, to each holder of record
of the Redeemed Stock at his or her post office address last shown on the
records of the Corporation.
            
            The Redemption Notice shall state:
            
            (1)   Whether all or less than all the outstanding Preferred Stock
being redeemed are to be redeemed and the total number of shares being
redeemed;
            
            (2)   The number of shares of Redeemed Stock held by the holder
which the Corporation intends to Redeem;
            
            (3)   The Redemption Date, and
            
            (4)   That the holder is to surrender to the Corporation, in a
manner and at a place designated, the certificate or certificates representing
the Redeemed Stock to be redeemed.
            
            (iv)  On or before the Redemption Date, each holder of Redeemed
Stock 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 sum of $4.50 per share of Redeemed Stock
(plus accrued but unpaid dividends) 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 cancelled and retired.  In
the event less than all of the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the unredeemed
shares.
            
            (k)   While any of the 8% Convertible Preferred Stock is
outstanding, the Corporation will not, without the affirmative consent (given
in writing or at a meeting duly called for that purpose) of the holders of at
least two-thirds (2/3rds) of the aggregate number of shares of 8% Convertible
Preferred Stock then outstanding, consolidate or merge with or into another
corporation (whether or not the Corporation is the surviving corporation), or
sell all or substantially all of its assets to another corporation, unless in
connection therewith lawful and adequate provision is made whereby the holders
of 8% Convertible Preferred Stock shall receive the right to convert during
the Conversion Period into the kind and amount of shares of stock and other
securities to be received by holders of the number of shares of Common Stock
of the Corporation into which the 8% Convertible Preferred Stock might have
been converted immediately prior to such consolidation, merger or sale, which
right shall be subject to adjustment, as nearly equivalent as may be
practicable to the adjustments provided for in paragraphs (a)-(k).
            
            IN WITNESS WHEREOF, Celcor Inc. has caused this Certificate of
Designations, Preferences and Rights of Series C 8% convertible Preferred
Stock, to be duly executed by an officer thereunto authorized, and its
corporate seal to be affixed hereto and attested, this _____th day of
___________, 199__:
            
                                          CELCOR INC.
                                          
                                          
                                          
                                          By_______________________________
                                               Dr. Nanshan Wu, President

(Corporate Seal)

Attest:


By_________________________
        Michael, Hsu, Secretary

        
              
                                CELCOR INC.

              NOTICE OF ELECTION TO CONVERT SERIES C 8% CONVERTIBLE

                              PREFERRED STOCK

             (To be signed only upon exercise of conversion rights)

TO CELCOR INC.

      The undersigned, the holder of ________________ shares of Celcor Inc.,
Series C 8% Convertible Preferred Stock ("Preferred C Stock") (certificates
enclosed herewith), hereby irrevocably elects to exercise the right to convert
such Preferred C Stock at the current conversion price in effect for the
Preferred C Stock into shares of Common Stock of Celcor Inc., and requests
that the certificates for such shares be issued in the name(s) of, and
delivered to,  ________________________,  whose address(es) is (are)


                                                _________________________
                                                Print name(s) to appear on
                                                Common Stock Certificates

Date:

Check here if shares are to be issued
otherwise than to the registered holder: ______


Fill in for registration of shares of 
Common Stock if to be issued otherwise 
than to the registered holder:           _________________________________
                                         (Signature must conform in all 
                                          respects to the name of the Holders 
                                          as specified in every particular 
                                          without alteration or enlargement on 
                                          the face of this Certificate

______________________________            ________________________________
(Name)

______________________________            ________________________________
(Address)                                 

______________________________            ________________________________


______________________________            ________________________________
(Social Security or other                 (Social Security or other
 Taxpayer ID Number)                       Taxpayer ID Number)


