CERTIFICATE OF DESIGNATION OF
                     RIGHTS AND PREFERENCES OF SERIES A-1
                          CONVERTIBLE PREFERRED STOCK
                                OF SISCOM, INC.

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                     Pursuant to Section 7-106-102 of the
               General Corporation Law of the State of Colorado

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     SISCOM, INC., a corporation organized and existing under the laws of the
State of Colorado (the "Company"), DOES HEREBY CERTIFY that pursuant to the
authority contained in its Articles of Incorporation, as amended, and in
accordance with the provisions of the General Corporation Law of the State of
Colorado, the Company's Board of Directors has duly adopted the following
resolution creating a series of the class of its authorized Preferred Stock,
designated as Series A-1 Convertible Preferred Stock:

     RESOLVED THAT:

          Whereas, by virtue of the authority contained in its Articles of
     Incorporation, as amended, the Company has the authority to issue One
     Hundred Million (100,000,000) shares of no par value Preferred Stock, the
     designation and amount thereof and series, together with the powers,
     preferences, rights, qualifications, limitations or restrictions thereof,
     to be determined by the Board of Directors pursuant to the applicable law
     of the State of Colorado;

          Now therefore, the Company's Board of Directors hereby establishes a
     series of the class of Preferred Stock authorized to be issued by the
     Company as above stated, with the designations and amounts thereof,
     together with the voting powers, preferences and relative, participating,
     optional and other special rights of the shares of each such series, and
     the qualifications, limitations or restrictions thereof, to be as
     follows:

     1.   DESIGNATIONS AND AMOUNTS.  One Million Two Hundred Fifty Thousand
     (1,250,000) shares of the Company's authorized Preferred Stock are
     designated as Series A-1 Convertible Preferred Stock.

     2.   DEFINITIONS.

          For the purposes of this Resolution the following definitions shall
     apply:

          (a)  "Board" shall mean the Board of Directors of the Company.

          (b)  "Company" shall mean SISCOM, INC, a Colorado corporation.

          (c)  "Original Issue Date" for a series of Preferred Stock shall
          mean the date on which the first share of such series of Preferred
          Stock was originally issued.

          (d)  "Preferred Stock" shall refer to Series A-1 Convertible
          Preferred Stock.

          (e)  "Common Stock" shall refer to the Company's no par value common
          stock.
     
          (f)  "Subsidiary" shall mean any corporation at least 50% of whose
          outstanding voting stock shall at the time be owned directly or
          indirectly by the Company or by one or more Subsidiaries.

     3.   DIVIDENDS.

          The holders of outstanding Preferred Stock shall be entitled to
     receive, when and as declared by the Board of Directors, preferential
     non-cumulative dividends in cash at the annual rate of $.028 per share,
     payable in equal quarterly installments on the last day of March, June,
     September and December of each year.  Dividends on Preferred Stock will
     be declared and paid only out of the net profits or surplus of the
     Company as determined by the Board of Directors.  The determination at
     any time of the amount of net profits or surplus available for dividends
     will be binding and conclusive upon the holdings of the Preferred Stock
     of the Company outstanding at the time.  Any declared and unpaid
     dividends on Preferred Stock will not bear interest.  Holders of
     Preferred Stock will not receive any dividends other than the preferred
     dividends provided for in this paragraph 3, and will not participate with
     the Common Stock in the payments of dividends.  No dividends will be paid
     or set apart for payment on the Common Stock, no distribution will be
     made on the Common Stock (other than the dividend payable in Common
     Stock) and no shares of Common Shares will be redeemed, retired or
     otherwise acquired for valuable consideration (except upon conversion of
     the Preferred Stock) unless full dividends on Preferred Stock for all
     past years and for the current year have been declared and the
     Corporation has paid those dividends or has set aside a sum sufficient to
     pay them.

     4.   LIQUIDATION RIGHTS.

          (a)  In the event of any liquidation, dissolution, or winding up of
          the Company, whether voluntary or involuntary, the holders of each
          share of Preferred Stock 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 to any
          outstanding preferred stock ranking junior to the Preferred Stock or
          the Common Stock, an amount equal to $.40 per share.  For purposes
          of this Certificate, the Preferred Stock shall be of a ranking and
          priority equal to the Company's outstanding Series A Convertible
          Preferred Stock and shall participate in any liquidation,
          dissolution or winding up of the Company on a pro-rata basis with
          holders of each share of the Company's outstanding Series A
          Convertible Preferred Stock.  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 Preferred Stock shall
          be insufficient to permit the payment to such shareholders of the
          full preferential amount aforesaid, then all of the assets of the
          Company available to be distributed shall be distributed ratably to
          the holders of the Preferred Stock, and holders of the Series A
          Convertible Preferred Stock.

          (b)  After the payment or distribution to the holders of the
          Preferred Stock and holders of the Series A Convertible Preferred
          Stock, of the full preferential amounts aforesaid, the holders of
          any preferred stock rank junior to the Preferred Stock and the
          Common Stock then outstanding shall be entitled to receive all of
          the remaining assets of the Company.

          (c)  Neither a consolidation, merger or reorganization of the
          Company, a sale or other transfer of all or substantially all of its
          assets, nor a sale of fifty percent (50%) or more of the Company's
          capital stock then issued and outstanding nor the purchase or
          redemption by the Company of stock of any class, nor the payment of
          a dividend or distribution from net profits or surplus of the
          Company shall be treated as or deemed to be a liquidation hereunder.

     5.   REDEMPTION.

          Neither the Company nor any holder of Preferred Stock shall have the
     right to redeem, or demand the redemption of, as the case may be, any of
     the outstanding Preferred Stock.

     6.   VOTING RIGHTS.

          At every meeting of the stockholders of the Company, each holder of
     Preferred Stock shall be entitled to one vote for each share of Preferred
     Stock standing in the name of the holder on the books of the Company,
     with the identical voting rights as a holder of a share of Common Stock
     of the Company, except as expressly provided for herein.  Except as
     otherwise provided by law, the Preferred Stock and any other class of
     stock of the Company having voting rights shall vote together as one
     class.  The holders of Preferred Stock are entitled to receive notice of
     all meetings of the stockholders of the Company, to the same extent and
     in the same manner as the holders of the Common Stock of the Company.

     7.   CONVERSION.

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

          (a)  OPTIONAL CONVERSION.  For the period commencing the earlier of
          (i) one (1) year from the date of issuance or (ii) the effective
          date of a Registration Statement registering for sale under the
          Securities Act of 1933, as amended (the "Securities Act"), the
          shares of Common Stock issuable upon conversion of the Preferred
          Stock (the "Conversion Stock"), and ending three (3) years from the
          date of issuance, holders of outstanding shares of Preferred Stock
          shall have an option to convert all, but not less than all of the
          shares of Preferred Stock into shares of the Company's Common Stock
          (the "Conversion Stock"), at a conversion value of 40/100 Dollars
          ($.40) per share of Common Stock ("Conversion Value").  Initially,
          each share of Preferred Stock shall be convertible into one (1)
          share of Common Stock.

          (b)  AUTOMATIC CONVERSION.  The foregoing notwithstanding, the
          outstanding shares of Preferred Stock shall be automatically
          converted into shares of Common Stock upon the effective date of a
          Registration Statement ("Registration Statement") which shall be
          filed by the Company with the Securities and Exchange Commission
          ("Commission") upon the written demand of the holders of the
          Preferred Stock registering for sale the issuance of the Conversion
          Stock.  In the event of such automatic conversion, the conversion
          value shall be $.40 per share.

          (c)  REGISTRATION RIGHTS.  Holders of the Preferred Stock shall have
          a one-time demand registration right to have registered under the
          Securities Act the Conversion Stock on a Registration Statement on
          Form S-3 pursuant to which the Company agrees to be caused to be
          filed with the Commission within ninety (90) days following the date
          of such demand and to keep such Registration Statement effective for
          a period of not less than sixty (60) days.  All costs of preparing,
          filing and maintaining the effectiveness of the Registration
          Statement shall be borne by the Company.  The respective rights and
          obligations of the Company and holders of the Preferred Stock with
          respect to such registration rights shall be governed by a separate
          Registration Rights Agreement.  Notwithstanding, Holder shall have
          the right to withdraw its registration demand without prejudice at
          any time prior to the effective date of the Registration Statement
          if, in its sole judgment, such withdraw is in its best interest.

          (d)  MECHANICS OF CONVERSION.  The conversion of all outstanding
          shares of Preferred Stock to Common Stock shall occur automatically
          and without further consideration upon the effective date of the
          Registration Statement ("Triggering Event").  The Company shall,
          within ten (10) days of the Triggering Event, provide written
          notice, first class postage pre-paid, to each holder of record of
          the Preferred Stock to be converted, at his post office address last
          shown on the records of the Company, of the conversion (the
          "Conversion Notice").  The Conversion Notice shall state:

               (i)  That all of the holder's outstanding shares of Preferred
               Stock were converted;

               (ii) The number of shares of Preferred Stock held by the holder
               that were converted;

               (iii)     The effective date of the Conversion (the "Conversion
               Date") and the number of shares of Common Stock which the
               holder will receive; and

               (iv) That the holder is to surrender to the Company, in the
               manner and at the place designated, his certificate or
               certificates representing the shares of Preferred Stock
               converted.

          Thereafter, each holder of Preferred Stock to be converted shall
          surrender the certificate or certificates representing such shares
          to the Company, in the manner and at the place designated in the
          Conversion Notice, and thereupon the requisite number of shares of
          Common Stock shall be issued in the name of the person whose name
          appears on the surrendered certificate or certificates as the owner
          thereof, and each surrendered certificate shall be canceled and
          retired.  Notwithstanding that the certificates evidencing any of
          the shares of Preferred Stock shall not have been surrendered, all
          rights with respect to such shares shall forthwith after the
          Conversion Date, terminate, except only the right of the holders to
          receive the appropriate number of shares of Common Stock upon
          surrender of their certificate or certificates therefor.

          (e)  ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.  If the Company
          shall at any time or from time to time after the Original Issue Date
          for a series of the Preferred Stock effect a subdivision of the
          outstanding Common Stock, the Conversion Value then in effect
          immediately before that subdivision shall be proportionately
          decreased, and conversely, if the Company shall at any time or from
          time to time after the Original Issue Date for a series of the
          Preferred Stock combine the outstanding shares of Common Stock, the
          Conversion Value then in effect immediately before the combination
          shall be proportionately increased.  Any adjustment under this
          Paragraph 7(e) shall become effective at the close of business on
          the date the subdivision or combination becomes effective.

          (f)  ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR SUBSTITUTION.  If
          the Common Stock issuable upon the conversion of the Preferred Stock
          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 provided
          for elsewhere in this Paragraph 7), then and in each such event the
          holder of each share of Preferred Stock shall have the right
          thereafter to convert such share 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 Preferred
          Stock might have been converted immediately prior to such
          reorganization, reclassification, or change, all subject to further
          adjustments as provided herein.

          (g)  REORGANIZATION, MERGERS, CONSOLIDATIONS, OR SALES OF ASSETS. 
          If at any time or from time to time there shall be a capital
          reorganization of the Common Stock (other than a subdivision,
          combination, reclassification, or exchange of shares provided for
          elsewhere in this Paragraph 7) or a merger or consolidation of the
          Company with or into another corporation, 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 Preferred Stock
          shall thereafter be entitled to receive upon conversion of the
          Preferred Stock, the number of shares of stock or other securities
          or property of the Company, or of the successor corporation
          resulting form such merger or consolidation or sale, to which a
          holder of Common Stock deliverable upon conversion would have been
          entitled on such capital reorganization, merger, consolidation, or
          sale.  In any such case, appropriate adjustment shall be made in the
          application of the provisions of this Paragraph 7 with respect to
          the rights of the holders of the Preferred Stock after the
          reorganization, merger, consolidation, or sale to the end that the
          provisions of this Paragraph 7 (including adjustment of the
          Conversion Value then in effect and the number of shares purchasable
          upon conversion of the Preferred Stock) shall be applicable after
          that event as nearly equivalent as may be practicable.

          (h)  DEFINITION.  The term "Additional Shares of Common Stock" as
          used herein shall mean all shares of Common Stock issued or deemed
          issued (including a right or option to purchase Common Stock, or
          shares of stock or an obligation convertible into Common Stock) by
          the Company after the Original Issue Date for a series of Preferred
          Stock, whether or not subsequently reacquired or retired by the
          Company, other than (1) shares of Common Stock, and (2) shares or
          other securities issued to employees, officers, directors,
          consultants or other persons performing services for the Company
          pursuant to any stock offering, option, plan, or arrangement
          approved by the Board of Directors of the Company, to the extent
          such issuances are permitted under Section 4.02 and 4.05 of that
          Agreement for Purchase and Sale of Preferred Stock dated _________
          _____________________________, 1998.

          (i)  NOTICES OF RECORD DATE.  In the event of (i) any taking by the
          Company of a record of the holders of any class or series of
          securities for the purpose of determining the holders thereof who
          are entitled to receive any dividend or other distribution or (ii)
          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 corporation, entity, or person, or any voluntary or
          involuntary dissolution, liquidation, or winding up of the Company,
          the Company shall mail to each holder of Preferred Stock at least 30
          days prior to the record date specified therein, a notice specifying
          (A) the date on which any such record is to be taken for the purpose
          of such dividend or distribution and a description of such dividend
          or distribution, (B) the date on which any such reorganization,
          reclassification, transfer, consolidation, merger, dissolution,
          liquidation, or winding up is expected to become effective, and (C)
          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.

          (j)  FRACTIONAL SHARES.  No fractional shares of Common Stock shall
          be issued upon conversion of Preferred Stock.  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 Board.

          (k)  NOTICES.  Any notice required by the provisions of this
          Paragraph 7 to be given to the holder of shares of the Preferred
          Stock shall be deemed given when personally delivered to such holder
          or five (5) business days after the same has been deposited in the
          United States mail, certified or registered mail, return receipt
          requested, postage prepaid, and addressed to each holder of record
          at his address appearing on the books of the Company.

          (l)  PAYMENT OF TAXES.  The Company will pay all taxes and other
          governmental charges that may be imposed in respect of the issue or
          delivery of shares of Common Stock upon conversion of shares of
          Preferred Stock.

          (m)  NO DILUTION OR IMPAIRMENT.  The Company shall not amend its
          Articles of Incorporation or participate in any reorganization,
          transfer of assets, consolidation, merger, dissolution, issue, or
          sale of securities or any other voluntary action, for the purpose of
          avoiding or seeking to avoid the observance or performance of any of
          the terms to be observed or performed hereunder by the Company, but
          will at all times in good faith assist in carrying out all such
          action as may be reasonably necessary or appropriate in order to
          protect the conversion rights of the holders of the Preferred Stock
          against dilution or other impairment.

     8.   NO PREEMPTIVE RIGHTS.

          No holder of the Series A-1 Preferred Stock of the Corporation shall
     be entitled, as of right, to purchase or subscribe for any part of the
     unissued stock of the Corporation or of any stock of the Corporation to
     be issued by reason of any increase of the authorized capital stock of
     the Corporation, or to purchase or subscribe for any bonds, certificates
     of indebtedness, debentures or other securities convertible into or
     carrying options or warrants to purchase stock or other securities of the
     Corporation or to purchase or subscribe for any stock of the Corporation
     purchased by the Corporation or by its nominee or nominees, or to have
     any other preemptive rights now or hereafter defined by the laws of the
     State of Colorado.

     9.   NO REISSUANCE OF PREFERRED STOCK.

          No share or shares of Preferred Stock acquired by the Company by
     reason of purchase, conversion, or otherwise shall be reissued, and all
     such shares shall be canceled, retired, and eliminated from the shares
     which the Company shall be authorized to issue.

          IN WITNESS WHEREOF, said SISCOM, INC., has caused this Certificate
of Designations, Preferences and Rights of Series A-1 Convertible Preferred
Stock to be duly executed by its President and attested by its Secretary and
has caused its corporate seal to be affixed hereto, this ____ day of
________________________, 1998.


                                     SISCOM, INC.
Attest


                                     By:
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Secretary                                Michael Ellis, President

[Corporate Seal]