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                                  EXHIBIT 4.0
                                  -----------

                         CERTIFICATE OF DESIGNATION OF
                      RIGHTS AND PREFERENCES OF SERIES A
                          CONVERTIBLE PREFERRED STOCK
                   OF SATELLITE INFORMATION SYSTEMS COMPANY

           ---------------------------------------------------------

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

           ---------------------------------------------------------
 
     SATELLITE INFORMATION SYSTEMS COMPANY, 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 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.  
          ------------------------
          Four Million (4,000,000) shares of the Company's authorized Preferred
     Stock are designated as Series A Convertible Preferred Stock.

     2.   DEFINITIONS.
          -----------
          For the purposes of this Resolution the following definitions shall
     apply:

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

          (2)  "Company" shall mean Satellite Information Systems Company, a
          Colorado corporation.

          (3)  "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.

          (4)  "Preferred Stock" shall refer to Series A Convertible Preferred
          Stock.

          (5)  "Common Stock" shall refer to the Company's no par value common
          stock.

          (6)  "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 $.0175 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.
          ------------------
          (1)  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 $.25 per share.  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.

          (2)  After the payment or distribution to the holders of the
          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.

          (3)  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"):

          (1)  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 25/100 Dollars ($.25) per share of Common Stock
          ("Conversion Value").  Initially, each share of Preferred Stock shall
          be convertible into one (1) share of Common Stock.

          (2)  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 holder 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 $.25 per share.

          (3)  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.

          (4)  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.

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          (5)  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(d) shall become effective at the close of
          business on the date the subdivision or combination becomes
          effective.

          (6)  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.

          (7)  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.

          (8)  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 August 30, 1996.

          (9)  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.

          (10) 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.

          (11) 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.

          (12) 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.

          (13) 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 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 SATELLITE INFORMATION SYSTEMS COMPANY, has
caused this Certificate of Designations, Preferences and Rights of Series A
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  ________________, 1996.

                              SATELLITE INFORMATION SYSTEMS COMPANY
Attest:

                              By:  /s/ Michael Ellis
---------------------------        _________________________________________
Secretary                               Michael Ellis, President

[Corporate Seal]