EXHIBIT (4)

PREFERRED STOCK CERTIFICATE


INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA (top middle of
certificate)

[Preferred Stock Number]  (Far left side of certificate)


PREFERRED STOCK



Network Systems International, Inc. logo  (Middle of certificate)


[Number of Shares]  (Far right side of certificate)



CUSIP 64121L  20  2

SEE REVERSE SIDE FOR CERTAIN
DEFINITIONS AND NOTICE OF
DENIAL AND PREEMPTIVE RIGHTS



THIS CERTIFIES THAT



is the owner of

                                   
  FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE $.001 EACH, OF THE
                      SERIES A PREFERRED STOCK OF

                  NETWORK SYSTEMS INTERNATIONAL, INC.

    a corporation organized under the laws of the State of Nevada,
    transferable on the books of the Corporation by the holder in
    person or by duly authorized attorney upon surrender of this
    Certificate endorsed.  This Certificate and the shares
    represented hereby are subject to all the terms, conditions and
    limitations of the Articles of Incorporation and Bylaws of the
    Corporation and all amendments thereto.  This certificate is not
    valid unless countersigned and registered by the Transfer Agent
    and Registrar.
       WITNESS the facsimile seal of the Corporation and the facsimile
signature of its duly authorized officers.


Dated:


SECRETARY                     Corporate Seal
PRESIDENT


(This information is on the right side of the front of the certificate)
Countersigned and Registered:
American Stock Transfer & Trust Company
(New York, New York)
Transfer Agent and Registrar

By:

Authorized Signature
NETWORK SYSTEMS INTERNATIONAL, INC.

The Articles of Incorporation of the Corporation on file in the office
of the Secretary of State of Nevada set forth (a) the aggregate number
of shares and the par value of each class of capital shares that the
Corporation is authorized to issue, together with the designations,
preferences, limitations and relative rights of each such class; (b) a
statement of the authority vested in the Board of Directors to
establish series and to fix and determine the variations in the
relative rights and preferences between any such series of the
Preferred Stock so established; (c) a denial of preemptive rights of
the shareholders to acquire additional unissued or treasury shares of
the  Corporation; and (d) a denial of cumulative voting at any meeting
of the shareholders for electing directors.  The Corporation will
furnish a copy of such statement to the record holder of this
certificate without charge upon written request to the Corporation at
its registered office.

       The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations.

TEN COM     - as tenants in common
TEN ENT     - as tenants by the entireties
JT TEN      - as joint tenants with right of
            survivorship and not as tenants
            in common

UNIF GIFT MIN ACT . .  . . .  Custodian . . .. . . . . . . . . . . .
                      (Cust)               (Minor)
under Uniform Gifts to Minors
Act . . . . . . . . . . . . . . . . . . . . . .
       (State)
       Additional abbreviations may also be used though not in the
above list

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
                                              


For value received ______ hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


______________________________________________________________________
____________________________________    Shares
of the preferred stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
______________________________________________________________________
______________   Attorney
to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated  ___________________________

NOTICE:                               
THE SIGNATURE(S) TO THIS         X    ______________________
ASSIGNMENT MUST CORRESPOND            (SIGNATURE)
WITH THE NAME(S) AS WRITTEN      X    
UPON THE FACE OF THE                  ___________________________
CERTIFICATE IN EVERY                  (SIGNATURE)
PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE
WHATEVER
    
                                      
                                 THE SIGNATURE(S) SHOULD BE
                                 GUARANTEED BY AN "ELIGIBLE
                                 GUARANTOR INSTITUTION" AS DEFINED
                                 IN RULE 17Ad-15  UNDER THE
                                 SECURITIES EXCHANGE ACT OF 1934, AS
                                 AMENDED.
                                 SIGNATURE(S) GUARANTEED BY:
                                 
                                 
                                 
    
THE BOARD OF DIRECTORS OF NETWORK SYSTEMS INTERNATIONAL, INC. HAS THE
AUTHORITY TO ISSUE SHARES OF CAPITAL STOCK IN ONE OR MORE CLASSES OR
SERIES AND TO FIX AND DETERMINE THE DESIGNATIONS, PREFERENCES,
LIMITATIONS, AND RELATIVE RIGHTS OF EACH SUCH CLASS OR SERIES OF
CAPITAL STOCK SO ISSUED.  A STATEMENT OF ALL THE DESIGNATIONS,
PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF EACH SUCH CLASS OR
SERIES OF CAPITAL STOCK, TO THE EXTENT THEY HAVE BEEN FIXED AND
DETERMINED BY THE BOARD OF DIRECTORS, SET FORTH IN THE ARTICLES OF
INCORPORATION ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE
STATE OF NEVADA.  A COPY OF SUCH STATEMENT WILL BE FURNISHED TO THE
RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST
TO NETWORK SYSTEMS INTERNATIONAL, INC. AT ITS PRINCIPAL PLACE OF
BUSINESS OR REGISTERED OFFICE.