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                                                                     EXHIBIT 4.5



                           CERTIFICATE OF DESIGNATION

                                       OF

                            SERIES G PREFERRED STOCK

                                       OF

                               LASERTECHNICS, INC.

             PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

        LASERTECHNICS, INC. (the "Company"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY as
follows:

        1. The name of the Company is Lasertechnics, Inc., a Delaware
corporation.

        2. The Certificate of Incorporation of the Company, as amended,
authorizes the issuance of Seven Million (7,000,000) shares of preferred stock,
$.01 par value per share, and expressly vests in the Board of Directors of the
Company the authority provided therein to issue any or all of said shares in one
or more series and by resolution or resolutions to establish the designation and
number and to fix the relative rights and preferences of each series to be
issued.

        3. On December 29, 1997, the Board of Directors of the Company (the
"Board of Directors"), pursuant to the authority expressly vested in it as
aforesaid, adopted the following resolutions creating a series of 2,500 shares
of Preferred stock designated as the "Series G Preferred Stock":

        RESOLVED, that two thousand five hundred (2,500) of the seven million
(7,000,000) authorized shares of Preferred stock of the Company shall be
designated Series G Preferred Stock, $.01 par value per share, and shall possess
the rights and preferences set forth below:

        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 G Preferred
stock (the "Series G Preferred Stock") and the number of shares constituting the
Series G Preferred Stock shall be TWO THOUSAND FIVE HUNDRED (2,500). The Series
G Preferred stock shall have a stated value of Ten Thousand Dollars ($10,000)
per share (the "Original Series G Issue Price").

        SECTION 2. RANK. The Series G 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 G Preferred Stock
(collectively, the "Senior Securities"); (ii) prior to all of the Company's
Common Stock and Non-Voting Common Stock, each $.01 par value per share ("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 G Preferred Stock (collectively, with the Common Stock, "Junior
Securities"); and (iv) on parity with the Series A Preferred Stock of the
Company, par value $.01 per share (the "Series A Preferred Stock"),

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the Series B Preferred stock of the Company, par value $.01 per share (the
"Series B Preferred Stock"), the Series C Preferred stock of the Company, par
value $.01 per share (the "Series C Preferred Stock"), the Series D Preferred
Stock of the Company, par value $.01 per share (the "Series D Preferred Stock"),
the Series E Preferred Stock of the Company, par value $.01 per share (the
"Series E Preferred Stock") the Series F Preferred Stock of the Company, par
value $.01 per share (the "Series F Preferred Stock") and any class or series of
capital stock of the Company hereafter created specifically ranking by its terms
on parity with the series G Preferred stock ("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").

        SECTION 3. DIVIDENDS AND DISTRIBUTIONS. (a) Subject to Section 3(d), the
holders of record of shares of Series G Preferred stock (the "Holders"), in
preference to the holders of shares of capital stock ranking junior to the
Series G Preferred Stock as to dividends, shall be entitled to receive dividends
on each share of Series G Preferred Stock held of record at the annual rate of
8% of the Original Series G 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,
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 G Preferred Stock in cash or in additional shares (including
fractional shares) of Series G 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 G Preferred Stock shall be paid by the issuance and delivery to
such Holders of that number of additional shares (including any fractional
shares, if applicable) of Series G 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 G Issue Price per share.
Dividends to be paid in additional shares of Series G Preferred Stock shall be
deemed to have been made when certificates representing such additional shares
of Series G Preferred Stock have been delivered to the record holders of the
Series G 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 G
Preferred Stock paid as such dividends ("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 G
Preferred stock shall not be entitled to any dividend, whether payable in cash,
additional shares of Series G 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 G Preferred Stock
which may be in arrears.

        (c) So long as any Series G 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



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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 G 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 G 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 $1.00 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 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 $1.00 for 20 consecutive trading days (as so
adjusted), then the dividend will resume as of such 20th day.

        SECTION 4. LIQUIDATION PREFERENCE.

        (a) In the event of any liquidation, dissolution or winding up of the
Company ("Liquidation Event"), either voluntary or involuntary, the Holders of
shares of Series G 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 G
Preferred Stock then outstanding equal to the Original Series G 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 G 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 G 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 G 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 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) 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 G Preferred Stock into Common Stock). For purposes of this
section 4(c), the public offering, sale or distribution





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of shares of stock (or assets) of the Company's Sandia Imaging Systems Corp.
subsidiary or the Lasertechnics Marking Corporation subsidiary (but not both)
shall not be deemed to be a Liquidation Event.

        (d) In the event that, immediately prior to 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 G Preferred stock shall be the same as existing
immediately prior to such proposed transaction.

        SECTION 5. CONVERSION. The record Holders of this Series G 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 G
Preferred stock shall be entitled to convert the shares of Series G 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 voting Common Stock of
the Company equal to the quotient of (i) the aggregate Original Series G Issue
Price of the shares of Series G 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 FIFTY CENTS ($.50) per share of
Series G 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 G 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 G 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 10 of this Certificate of Designation, together with any
indemnity or security reasonably requested by the Company pursuant to such
section 10. Upon any conversion of shares of Series G Preferred stock pursuant
to this Section 5, the Holder shall be deemed to be the record holder of the
shares of Common Stock into which shares of Series G Preferred stock have been
converted and shall be entitled to receive duly executed certificates, in proper
form, representing such shares of voting Common Stock as soon as practicable
thereafter. Anything contained herein to the contrary notwithstanding, if any
conversion of shares of Series G Preferred Stock would create a fractional share
of Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares of 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. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
Series G Preferred stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all then outstanding
Series G Preferred Stock; provided, however, that the Company shall not have any
obligation under this sentence prior to the earlier of (i) the second business
day after the stockholders of the Company approve an amendment to the
Certificate of Incorporation of the Company effecting a one-for-twenty reverse
stock split of the issued and outstanding shares of Common Stock, as provided in
the preliminary proxy statement of the Company dated January 8, 1998, and (ii)
June 30, 1998. If at any time the number of authorized but unissued shares of
Common Stock



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(excluding for this purpose any authorized but unissued shares of Common Stock
that are properly reserved for some other purpose) shall be insufficient to
cause the conversion into Common Stock of all shares of Series G Preferred Stock
then outstanding, the Company will take such corporate action as may be
necessary to increase its authorized but unissued shares of 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 G Preferred Stock
remaining outstanding, the number of outstanding shares of 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 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 G 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 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 G Preferred Stock, upon the basis
and upon the terms and conditions specified herein and in lieu of the shares of
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 G 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 G 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 G 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 G Preferred Stock into 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).

        SECTION 6. VOTING. The Holders shall be entitled to vote, together with
the holders of the Company's voting Common Stock, as a single class, on all
matters submitted to a vote of the stockholders of the Company, or as to which
the holders of the voting Common Stock shall otherwise be entitled to vote. In
all such matters, the Holders shall be entitled to cast, for each share of
Series G Preferred stock held of record, a number of votes equal to the product
of (i) the number of votes that one share of voting Common Stock shall be
entitled to cast on such matter times (ii) the number of shares of voting Common
Stock into which one share of Series G Preferred Stock is convertible on the
record date for such vote. As used in this Section 6, all references to votes
and voting shall refer as well to action and actions by written consent.


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        SECTION 7. OPTIONAL REDEMPTION BY COMPANY. The Series G 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 G 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 G 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
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 10
business days after the Company's notice of redemption. The Holders of Series G
Preferred Stock shall not be entitled to any mandatory redemption of their
Shares without the consent of the Company.

        SECTION 8. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any
shares of Series G 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 G Preferred Stock.

        SECTION 9. 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 G Preferred Stock as to
dividend, liquidation rights or otherwise.

        SECTION 10. 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 G 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 G
Preferred Stock into shares of Common Stock.

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

Signed on December 29, 1997


                                            /s/
                                                ---------------------------
                                                Richard C. E. Morgan
                                                Chairman and C.E.O.



Attest:

/s/
   ---------------------------
   Harry S. Budow, Secretary




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