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                                                                     EXHIBIT 4.3


                           CERTIFICATE OF DESIGNATION,
                         PREFERENCES, POWERS AND RIGHTS

                                       OF

                            SERIES J PREFERRED STOCK

                                       OF

                                   AXCESS INC.

                         Pursuant to Section 151 of the
                             General Corporation Law
                            of the State of Delaware

         AXCESS INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Company"), hereby certifies that,
pursuant to the authority contained in Article Fourth of its Certificate of
Incorporation, as amended, and in accordance with the provisions of Sections 103
and 151 of the General Corporation Law of the State of Delaware, its Board of
Directors has adopted the following resolution providing for the issuance of
Series J Preferred Stock:

         RESOLVED, that a series of the class of authorized Preferred Stock of
the Company is hereby created and the Board of Directors hereby fixes the
designation and amount thereof, and the voting powers, preferences, and
relative, participating, optional and other special rights of the shares of such
series, and the qualifications, limitations, or restrictions thereon as follows:

         SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall have
a par value of $.01 per share and shall be designated as Series J Preferred
Stock (the "Series J Preferred Stock") and the number of shares constituting the
Series J Preferred Stock shall be TWO THOUSAND FIVE HUNDRED (2,500). The Series
J Preferred Stock shall have a stated value of Ten Thousand Dollars ($10,000)
per share (the "Original Series J Issue Price").

         SECTION 2. RANK. The Series J Preferred Stock shall rank: (i) junior to
any other class or series of capital stock of the Company hereafter created
specifically ranking by its terms senior to the Series J Preferred Stock
(collectively, the "Senior Securities"); (ii) prior to all of the Company's
Common Stock, $.01 par value per share ("Common Stock") and Non-Voting Common
Stock, $.01 par value per share (the "Non-Voting Common Stock"); (iii) prior to
any class or series of capital stock of the Company hereafter created not
specifically ranking by its terms senior to or on parity with the Series J
Preferred Stock (collectively, with the Common Stock and Non-Voting Common
Stock, the "Junior Securities"); and (iv) on parity with the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series G
Preferred Stock, the Series H Preferred Stock, the Series I Preferred Stock of
the Company and any class or series of capital stock of the Company hereafter
created specifically ranking by its terms on parity with the Series J Preferred
Stock (the "Parity Securities") in each case as to distributions of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary (all such distributions being referred to collectively as
"Distributions").


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         SECTION 3. DIVIDENDS AND DISTRIBUTIONS. (a) Subject to Section 3(d), 
the holders of record of shares of Series J Preferred Stock (the "Holders"), in
preference to the holders of shares of capital stock ranking junior to the
Series J Preferred Stock as to dividends, shall be entitled to receive dividends
on each share of Series J Preferred Stock held of record at the annual rate of
8% of the Original Series J Issue Price, payable semi-annually, to the extent of
funds legally available therefor. Such dividends shall be cumulative, shall
accrue on each share on a daily basis (calculated on the basis of a 360-day
year, whether or not earned or declared, from the date of original issue of such
shares) and shall be payable in arrears, when, as and if declared by the Board
of Directors, on the last day of June and December in each year (each such date,
a "Dividend Payment Date"). Each such dividend will be paid to the Holders as
they appear on the stock register of the Company on the record date therefor as
shall be fixed by the Board of Directors, which record date shall not be more
than 25 days or less than 10 days preceding the payment date thereof.

                  (b) The Company may, at its option, make any dividend payment
to Holders of Series J Preferred Stock in cash or in additional shares of Series
J Preferred Stock or in any combination of cash and such shares. Each such
dividend payment (or portion thereof) to be paid in shares of Series J Preferred
Stock shall be paid by the issuance and delivery to such Holders of that number
of additional shares of Series J Preferred Stock as shall be equal to the
quotient obtained by dividing the aggregate dollar amount of such dividend
payment (or portion thereof) by the Original Series J Issue Price per share.
Dividends to be paid in additional shares of Series J Preferred Stock shall be
deemed to have been made when certificates representing such additional shares
of Series J Preferred Stock have been delivered to the record holders of the
Series J Preferred Stock entitled to receive the same, in accordance with the
instructions of such holders designated in writing to the Company at least two
business days prior to any Dividend Payment Date. All shares of Series J
Preferred Stock paid as such dividends (the "Dividend Shares") shall be validly
issued, fully paid and non-assessable, shall be free and clear of preemptive
rights and liens, claims and encumbrances of any kind. Subject to the other
provisions of this Certificate of Designation, holders of shares of Series J
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
additional shares of Series J Preferred Stock, or other property, in excess of
full cumulative dividends as herein provided. No interest, or sum of money in
lieu of interest, shall be payable under this Certificate of Designation in
respect of any dividend payment or payments on the Series J Preferred Stock
which may be in arrears.

                  (c) So long as any Series J Preferred Stock remains
outstanding, the Company will not redeem, purchase or otherwise acquire any
Junior Securities; nor will the Company declare or pay any dividend or make any
distribution (in each case, whether in cash or securities or assets in kind)
upon any Junior Securities (other than stock dividends on Junior Securities,
payable in shares of, options, warrants or similar rights to acquire shares of,
the same class (and series, if applicable) of Junior Securities), or make any
sinking fund or other payment in respect of any of the foregoing if the Company
shall not have paid in full all accrued dividends on the Series J Preferred
Stock in accordance with Section 3(a) hereof.

                  (d) Anything contained herein to the contrary notwithstanding,
if at any time that any shares of Series J Preferred Stock are outstanding, the
closing bid price per share of the Common Stock on the Nasdaq Stock Market (or,
if the Common Stock is not then included in Nasdaq, but is listed on any
national securities exchange, on the principal national securities exchange on
which the Common Stock is then listed) remains above $20.00 per share (as
adjusted for any stock splits, reverse stock splits, stock dividends or similar
events after the date of this Certificate of Designation) for twenty (20)
consecutive trading days, then, commencing on such 20th trading day, the
cumulative dividend will not be payable; provided, however, that if the closing
bid price per share of the Common Stock remains below $20.00 for twenty (20)
consecutive trading days (as so adjusted), then the dividend will resume as of
such 20th day.


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         SECTION 4.        LIQUIDATION PREFERENCE.

                  (a) In the event of any liquidation, dissolution or winding up
of the Company (each a "Liquidation Event"), either voluntary or involuntary,
the Holders of shares of Series J Preferred Stock shall be entitled to receive,
immediately after any distributions to Senior Securities required by the
Company's Certificate of Incorporation or any certificate of designation, and
prior in preference to any distribution to Junior Securities, and in parity with
any distribution to Parity Securities, an amount for each share of Series J
Preferred Stock then outstanding equal to the Original Series J Issue Price,
plus any and all accrued unpaid dividends. If upon the occurrence of such event,
and after payment in full of the preferential amounts with respect to the Senior
Securities, the assets and funds available to be distributed among the Holders
of the Series J Preferred Stock and Parity Securities shall be insufficient to
permit the payment to such Holders of the full preferential amounts due to the
Holders of the Series J Preferred Stock and the Parity Securities, respectively,
then the entire assets and funds of the Company legally available for
distribution shall be distributed among the Holders of the Series J Preferred
Stock and the Parity Securities, pro rata, based on the respective liquidation
amounts to which each such series of stock is entitled by the Company's
Certificate of Incorporation and any certificate(s) of designation relating
thereto.

                  (b) Upon the completion of the distribution required by
subsection 4(a), if assets remain in this Company, they shall be distributed to
holders of Junior Securities in accordance with the Company's Certificate of
Incorporation including any duly adopted certificate(s) of designation.

                  (c) At each Holder's option, a sale, conveyance or disposition
of all or substantially all of the assets of the Company or the effectuation by
the Company of a transaction or series of related transactions in which any
person or entity acquires more than fifty percent (50%) of the voting power of
the Company (a "Change of Control") shall be deemed to be a Liquidation Event as
defined in section 4(a); provided further that (i) a consolidation, merger,
acquisition, or other business combination of the Company with or into any other
publicly traded company or companies shall not be treated as a Liquidation Event
as defined in Section 4(a), but instead shall be treated pursuant to Section
5(d)(ii) hereof, and (ii) a consolidation, merger, acquisition, or other
business combination of the Company with or into any other non-publicly traded
company or companies (except for a consolidation, merger, acquisition or other
business combination with one of its subsidiaries) shall be treated as a
Liquidation Event as defined in section 4(a). The Company shall not effect any
transaction described in subsection 4(c)(ii) (except for a consolidation,
merger, acquisition or other business combination with one of its subsidiaries)
unless it first gives thirty (30) business days prior notice of such transaction
(during which time the Holder shall be entitled to convert its shares of Series
J Preferred Stock into Non-Voting Common Stock). For purposes of this section
4(c), neither the public offering, sale or distribution of shares of stock (or
assets) of the Company's Sandia Imaging Systems Corporation subsidiary or the
Lasertechnics Marking Corporation subsidiary shall be deemed to be a Liquidation
Event.

                  (d) In the event that, immediately prior to or
contemporaneously with the closing of a transaction described in section 4(c)
which would constitute a Liquidation Event, the cash distributions required by
Section 4(a) have not been made, the Company shall either: (i) cause such
closing to be postponed until such cash distributions have been made, or (ii)
cancel such transaction, in which event the rights of the Holders of Series J
Preferred Stock shall be the same as existing immediately prior to such proposed
transaction.


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         SECTION 5. CONVERSION. The record Holders of this Series J Preferred 
Stock shall have conversion rights as follows (the "Conversion Rights"):

                  (a) Right to Convert. On the terms and subject to the
conditions set forth in this Certificate of Designation, each record Holder of
Series J Preferred Stock shall be entitled to convert the shares of Series J
Preferred Stock held by such Holder, in whole at any time and in part from time
to time, into a number of fully-paid and non-assessable shares of Non-Voting
Common Stock of the Company equal to the quotient of (i) the aggregate Original
Series J Issue Price of the shares of Series J Preferred Stock being converted
divided by (ii) the Conversion Price as determined pursuant to this Section 5
(the "Conversion Price"). The Conversion Price shall initially be FOUR DOLLARS
($4.00) per share of Series J Preferred Stock. The Conversion Price shall be
subject to adjustment from time to time as provided in Section 5(d).

                  (b) Mechanics of Conversion. Conversion of shares of Series J
Preferred Stock may be effected by written notice to the Company, and shall be
effective upon receipt of such notice by the Company, or as otherwise provided
in such notice, and delivery to the Company of (i) one or more certificates
representing the shares of Series J Preferred Stock being converted, (ii) a
certificate of guaranteed delivery of such certificates reasonably satisfactory
to the Company, or (iii) evidence of the loss, theft or destruction of such
certificates pursuant to Section 11 of this Certificate of Designation, together
with any indemnity or security reasonably requested by the Company pursuant to
such Section 11. Upon any conversion of shares of Series J Preferred Stock
pursuant to this Section 5, the Holder shall be deemed to be the record holder
of the shares of Non-Voting Common Stock into which shares of Series J Preferred
Stock have been converted and shall be entitled to receive duly executed
certificates, in proper form, representing such shares of Non-Voting Common
Stock as soon as practicable thereafter. Anything contained herein to the
contrary notwithstanding, if any conversion of shares of Series J Preferred
Stock would create a fractional share of Non-Voting Common Stock or a right to
acquire a fractional share of Non-Voting Common Stock, such fractional share
shall be disregarded and the number of shares of Non-Voting Common Stock
issuable upon such conversion, in the aggregate, shall be rounded to the nearest
whole number of shares (with one-half of a share rounded up).

                  (c) Reservation of Stock Issuable Upon Conversion. Other than
as set forth below, the Company shall at all times reserve and keep available
out of its authorized but unissued shares of Non-Voting Common Stock, solely for
the purpose of effecting the conversion of the Series J Preferred Stock, such
number of its shares of Non-Voting Common Stock as shall from time to time be
sufficient to effect the conversion of all then outstanding Series J Preferred
Stock. Notwithstanding the foregoing, if at any time the number of authorized
but unissued shares of Non-Voting Common Stock (excluding for this purpose any
authorized but unissued shares of Non-Voting Common Stock that are properly
reserved for some other purpose) shall be insufficient to cause the conversion
into Non-Voting Common Stock of all shares of Series J Preferred Stock then
outstanding, the Company will, when authorized by the Board of Directors, take
such corporate action as may be reasonably necessary to increase its authorized
but unissued shares of Non-Voting Common Stock to such number of shares as shall
be sufficient for such purpose.

                  (d) Adjustment to Conversion Rate.

                      (i)      Adjustment to Conversion Price Due to Stock
Split, Stock Dividend, Etc. If, at any time that any shares of Series J
Preferred Stock remaining outstanding, the number of outstanding shares of
Non-Voting Common Stock is increased by a stock split, stock dividend, or other
similar event, the Conversion Price shall be proportionately reduced, or if the
number of outstanding shares of Non-Voting 



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Common Stock is decreased by a reverse stock split, combination or
reclassification of shares, or other similar event, the Conversion Price shall
be proportionately increased.

                      (ii)     Adjustment Due to Merger, Consolidation, Etc. If,
at any time that any shares of Series J Preferred Stock remain outstanding,
there shall be any merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which shares of
Non-Voting Common Stock of the Company shall be changed into the same or a
different number of shares of the same or another class or classes of stock or
securities of the Company or another entity, or there is a sale of all or
substantially all the Company's assets or there is a Change of Control not
deemed to be a Liquidation Event pursuant to section 4(c), then the Holders
shall thereafter have the right to receive upon conversion of shares of Series J
Preferred Stock, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Non-Voting Common Stock immediately
theretofore issuable upon conversion, such stock, securities and/or other assets
which the Holder would have been entitled to receive in such transaction had
such shares of Series J Preferred Stock been converted immediately prior to such
transaction, and in any such case appropriate provisions shall be made with
respect to the rights and interests of the Holders of the Series J Preferred
Stock to the end that the provisions hereof (including, without limitation,
provisions for the adjustment of the Conversion Price and of the number of
shares issuable upon conversion of the Series J Preferred Stock) shall
thereafter be applicable, as nearly as may be practicable in relation to any
securities thereafter deliverable upon the exercise hereof. The Company shall
not effect any transaction described in this subsection 5(d)(ii) unless (A) it
first gives thirty (30) business days prior notice of such merger,
consolidation, exchange of shares, recapitalization, reorganization, or other
similar event (during which time the Holders shall be entitled to convert their
shares of Series J Preferred Stock into Non-Voting Common Stock) and (B) the
resulting successor or acquiring entity (if not the Company) assumes by written
instrument the obligations of the Company under this Certificate of Designation
including this subsection 5(d)(ii).

                      (iii)    Adjustment Due to Qualified Equity Financing. If
the Company consummates an equity financing with any third party at any time on
or before December 31, 1999, which equity financing raises at least $1,000,000
in cash (a "Qualified Equity Financing"), the Holder will have the
non-assignable right, exercisable by written notice to the Company given at any
time within thirty (30) days after the date of the closing of a Qualified Equity
Financing, to exchange the shares of Series J Preferred Stock, in whole or in
part, for shares of a new series of preferred stock of the Company (the
"Exchange Preferred"), on the following basis:

                               (A) If the securities issued in such Qualified
Equity Financing (the "New Securities") are convertible into voting or
non-voting Common Stock, the Exchange Preferred will be convertible into voting
Common Stock at a conversion price equal to the lesser of (x) the Conversion
Price then applicable under the Series J Preferred Stock and (y) the conversion
price then applicable under the New Securities.

                               (B) All other terms of the Exchange Preferred 
will be economically equivalent to the terms of the New Securities, determined
as if the New Securities had been issued on the date hereof. The Exchange
Preferred will be on parity with the New Securities for all purposes, and will
vote together with the New Securities for all purposes, except as otherwise
required by law.

                               (C) If the Holder exchanges any Shares pursuant
to this paragraph 5(iii), it shall be entitled to any additional rights with
respect to the shares of Exchange Preferred (including,



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without limitation, rights of first refusal or payment of attorneys' fees) as
the purchasers of New Securities shall be entitled to under the Qualified Equity
Financing.

                               (D) The number of shares of Exchange Preferred 
issuable to the Holder pursuant to any exchange of Shares hereunder will be the
number of shares of Exchange Preferred that the Holder could have purchased on
the date hereof for a purchase price equal to the aggregate purchase price
hereunder of the Shares to be exchanged therefor, payable in cash (determined on
a basis so that the cash purchase price of shares of Exchange Preferred and the
cash purchase price of the New Securities are economically equivalent).

                               (E) If the Holder exchanges any Shares pursuant
to this paragraph 5(iii), such exchange will not result in an increase in the
conversion price above $4.00 per share.

                               (F) If the Company does not consummate a 
Qualified Equity Financing on or before December 31, 1999, the $4.00 conversion
price of the Preferred Stock shall be reset to not less than the greater of (i)
$1.00 or (ii) one-half of the closing bid price per share of the Company's
Common Stock on the Nasdaq SmallCap Market (or if the Common Stock is not then
included on Nasdaq, but is listed on any national securities exchange, on the
principal national securities exchange on which the Common Stock is then listed)
during the last twenty (20) trading days of 1999.

         SECTION 6. VOTING. The Holders shall not be entitled to vote, either
together with the holders of the Company's voting Common Stock or voting
Preferred Stock, or as a single class, on any matter submitted to a vote of the
stockholders of the Company, or as to which the holders of the voting Common
Stock or voting Preferred Stock shall otherwise be entitled to vote. As used in
this Section 6, all references to votes and voting shall refer as well to action
and actions by written consent.

         SECTION 7. OPTIONAL REDEMPTION BY COMPANY. The Series J Preferred Stock
shall be subject to optional redemption by the Company, in whole at any time or
in part from time to time, at a redemption price per share equal to the Original
Series J Issue Price, plus any and all accrued unpaid dividends thereon. The
Company shall give at least 10 days' prior written notice of any redemption
pursuant to this Section 7 to each Holder of shares of Series J Preferred Stock
to be redeemed. The Company's optional right of redemption is subject to each
Holder's right to convert all or any part of the shares to be redeemed into
Non-Voting Common Stock pursuant to Section 5, provided that the Holder gives
written notice of such conversion to the Company in accordance with Section 5
within ten (10) business days after the Company's notice of redemption. The
Holders of Series J Preferred Stock shall not be entitled to any mandatory
redemption of their Shares without the consent of the Company.

         SECTION 8. MANDATORY CONVERSION BY COMPANY. Each share of Series J
Preferred Stock shall automatically convert into that number of fully-paid and
non-assessable shares of non-voting Common Stock of the Company equal to the
Original Series J Issue Price plus all accrued, but unpaid dividends thereon,
divided by the Conversion Price (subject to adjustment from time to time as
provided in Section 5(d)), upon the closing bid price per share of the Common
Stock on the Nasdaq SmallCap Market (or, if the Common Stock is not then
included in Nasdaq, but is listed on any national securities exchange, on the
principal national securities exchange on which the Common Stock is then listed)
having reached and remained at $10.00 per share or more for a period of ninety
(90) consecutive trading days.


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         SECTION 9. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any
shares of Series J Preferred Stock shall be converted pursuant to Section 5
hereof or redeemed pursuant to Section 7 hereof, the shares so converted or
redeemed shall be canceled, shall return to the status of authorized but
unissued Preferred Stock of no designated series, and shall not thereafter be
issuable by the Company as Series J Preferred Stock.

         SECTION 10. OTHER PREFERRED STOCK. Nothing contained herein shall be
construed to prevent the Board of Directors from authorizing the creation of, or
to prevent the Company from issuing shares of, one or more series of Preferred
Stock senior to, junior to or on parity with the Series J Preferred Stock as to
dividend, liquidation rights or otherwise.

         SECTION 11. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of
evidence of the loss, theft, destruction or mutilation of any certificates
representing shares of Series J Preferred Stock, and (in the case of loss, theft
or destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of the certificate(s), if mutilated, the
Company shall execute and deliver to the record Holder thereof new
certificate(s) of like tenor and date. However, the Company shall not be
obligated to re-issue such lost or stolen certificates if the Holder
contemporaneously requests the Company to convert such shares of Series J
Preferred Stock into shares of Non-Voting Common Stock.

         SECTION 12. FRACTIONAL SHARES. In the event a Holder of Series J
Preferred Stock shall be entitled to receive a fractional interest in a share of
Series J Preferred Stock of less than one one-hundredth of one share, except as
otherwise provided herein, the Company shall either, in the sole discretion of
the Board of Directors, (a) round such fractional interest up to the next
one-hundredth of one whole share of Series J Preferred Stock or (b) deliver cash
in the amount of the fair market value (as determined by the Board of Directors
or in any manner prescribed by the Board of Directors) of such fractional
interest.

         SECTION 13. PREEMPTIVE RIGHTS. The Holders of Series J Preferred Stock
are not entitled to any preemptive or subscription rights in respect of any
securities of the Company.

         SECTION 14. COUNTERPARTS. This Certificate of Designation may be 
executed on separate counterparts and shall be effective as of the date signed.



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         IN WITNESS WHEREOF, AXCESS Inc. has caused this certificate to be 
signed by its President and attested by its Secretary, as of the 10th day of
March, 1999.

                                   AXCESS INC.

                                   By:  /s/ Harry S. Budow         
                                        ----------------------------------------
                                        Harry S. Budow, Chief Executive Officer


Attest:


/s/ Danny G. Hair          
--------------------------------
Danny G. Hair, Secretary


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