1
                             EXHIBIT 4.1
                                  
                     CERTIFICATE OF DESIGNATION
                                 OF
                SERIES B CONVERTIBLE PREFERRED STOCK
                                 OF
                     COMTEC INTERNATIONAL, INC.


ComTec  International, Inc. (the "Company"), a corporation  organized
and  existing under the Business Corporation Act of the State of  New
Mexico  ("Act"),  pursuant  to Section 53-11-16  of  the  Act  HEREBY
CERTIFIES:

FIRST:    That, pursuant to the following resolution of the Board  of
Directors adopted by unanimous consent in lieu of a meeting, a series
of  Preferred Stock was approved by the Board of Directors on  behalf
of the Company and the relative rights and preferences of such series
of Preferred Stock was fixed and established as follows:

RESOLVED, Pursuant to authority granted under the Company's  Articles
of  Incorporation, as amended, the Board of Directors hereby approves
the  designation of a series of Preferred Stock of the Company to  be
known as "Series B Convertible Preferred Stock"; and further

RESOLVED,  the  Board of Directors hereby ratifies and  approves  the
following  rights, preferences of the Series B Convertible  Preferred
Stock:

                SERIES B CONVERTIBLE PREFERRED STOCK

1.   The number of shares constituting the Series B Convertible Stock
  shall be 1,500,000, which may be issued in such amounts as shall be
  determined  by  the  Board  of Directors  in  accordance  with  the
  provisions of this Certificate.

2.    The  series shall be designated Series B Convertible  Preferred
  Stock with a par value of $.001 per share and an issue price of $5.00
  per share.

3.    Holders  of the Series B Convertible Preferred Stock  shall  be
  entitled to an annual dividend preference equal to ten (10%) percent
  of  the issue price of the Series B Convertible Preferred Stock and
  calculated on June 30th of the each year and paid in the form of the
  Corporation's Common Stock valued at the bid price on June 30th  of
  each  year.  This annual dividend preference shall be paid no later
  than  forty five (45) days from the Corporation's June 30th  fiscal
  year  end.  The holders of the Series B Convertible Preferred Stock
  shall also be entitled to those dividends as may accrue to holders of
  the Corporation's Common Stock following any conversion of the Series
  B Convertible Preferred Stock.

4.    In  the event of any liquidation, dissolution or winding-up  of
  the affairs of the Corporation, whether voluntary or involuntary, the
  holder  of  the  Series  B  Convertible Preferred  Stock  shall  be
  subordinate to the Series A Convertible Preferred Stock, and  after
  the Series A entitled to, before any assets of the Corporation shall
  be distributed among or paid over the holders of the Common Stock or
  any  other Preferred Stock, to be paid $5.00 per share of Series  B
  Convertible  Preferred  Stock.  If upon  voluntary  or  involuntary
  liquidation,  dissolution or winding-up  of  the  Corporation,  the
  amounts  payable with respect to the Series B Convertible Preferred
  Stock are not paid in full, the holders will share ratably in  such
  distribution  of  assets  in  proportion  to  the  full  respective
  preferential rights to which they are entitled.  After payment of the
  full amount of liquidating distribution to which they are entitled.
  After payment of the full amount of liquidating distribution to which
  they are entitled, the holders of the Series B Convertible Preferred
  Stock  will  not  be entitled to any further participating  in  any
  distribution  of assets of the Corporation.  In the  event  of  any
  authorization of a new series of Preferred Stock, other than Series A
  and  Series  B  Convertible  Preferred  Stock  having  liquidattion
  preferences,  the  shares having liquidation preferences  shall  be
  subordinate  to  and not be entitled to share in any  distributions
  accruing to the Series B Convertible Preferred Stock until the holder
  of the Series B Convertible Preferred Stock shall have received the
  full  distribution to which it is entitled under this paragraph  4.
  After the making of full payment of liquidation preferences to  the
  holders  of the Series B Convertible Preferred Stock, the remaining
  assets of the Corporation shall be distributed ratably to any other
  Preferred  Stock having liquidation preferences in accordance  with
  their  priorities and then ratably among the holders of the  Common
  Stock  and  any other series of Preferred Stock without liquidation
  preferences.

5.(a) The  holder  of  the  shares of the Series B Convertible  Stock
      shall have the right, at its option, at any time and from  time
      to  time, on any business day, to convert, subject to the terms
      and  provisions  of  this section (including  adjustment),  all
      (but  not  less  than  all)  of the  shares  of  the  Series  B
      Convertible  Preferred Stock into a number of shares  of  fully
      paid  and non-assessable whole share of Common Stock determined
      on  the  basis  of  the formula set forth herein  ("Convertible
      Formula").    Only  whole  shares  of  Series   B   Convertible
      Preferred  Stock  may  be converted and only  whole  shares  of
      Common   Stock  may  be  issued  as  a  result  of  conversion;
      provided,  that  an equivalent cash payment (as  determined  by
      the  board  of directors of the Corporation) shall be  made  in
      lieu  of  any  fractional share of Common Stock  to  which  the
      holder  would  be  entitled upon conversion  of  the  Series  B
      Preferred Stock.

 (b)  The  number  of  shares  of  Common Stock  to  be  issued  upon
      conversion of the Series B Convertible Preferred Stock shall be one
      (1) share of Common Stock; provided, however, that no conversion may
      be made unless and until the closing bid price shall be reached $7.50
      per share of Common Stock for more than 20 consecutive trading days
      prior to the date of conversion, or unless having received approval
      in written resolution form by the Corporation's Board of Directors
      prior to the bid price of the Common Stock having reached $7.50 per
      share.

 (c)  In order to convert shares of the Series B Convertible Preferred
      Stock into Common Stock, the holder thereof shall deliver the stock
      certificates  representing the Shares to be  converted  to  the
      Corporation at its then principal office, accompanied by not less
      than 5 days advance written notice ("Conversion Notice") that it
      elects to convert the shares represented thereby into shares of
      Common Stock in accordance with the provisions of this paragraph 5.
      Said Conversion Notice shall specify to whom the certificate shall be
      made and delivered.

(d)   As  promptly as practicable after the surrender as  hereinabove
  provided  of  stock  certificates representing  the  shares  to  be
  converted  into Common Stock, accompanied by a duly  completed  and
  executed Conversion Notice, the Corporation shall deliver or cause to
  be  delivered  to the holder, certificates representing  the  whole
  number of fully paid and non-assessable shares of Common Stock of the
  Corporation  into  which  said shares are  being  converted.   Such
  conversion shall be deemed to have been made immediately  following
  the close of business on the date that such shares, accompanied  by
  the  duly completed and executed Conversion Notice, shall have been
  duly surrendered for conversion of the Series B Convertible Preferred
  Stock shall at such time be treated for all purpose as having become
  the  record  holder  of  such shares of  Common  Stock  immediately
  following the close of business on such date and the rights of  the
  holder of such converted shares, as such holder, shall cease at such
  time.  The issuance of certificates for shares for any stock transfer
  or issue tax in respect of the surrender of shares for conversion, or
  the  issuance  of  such certificates for the shares  receivable  on
  conversion.   Converted shares shall be canceled and shall  not  be
  issued.   The  Corporation  shall at all  times  reserve  and  deep
  available out of its authorized but unissued shares of Common Stock a
  sufficient  number  of  shares for the  purpose  of  effecting  the
  conversion of exchange for the Series B Convertible Preferred Stock
  then deliverable upon the conversion of exchange of the entire Series
  B Convertible Preferred Stock at the time outstanding.

     (e)  The Conversion Rate shall be subject to adjustment from time to
       time as follows:

          (i)  If at any time after the date hereof the Corporation shall
           effect a reorganization, shall merge with or consolidate into another
            corporation, or shall sell, transfer or other wise dispose of all or
            substantially all of its property, assets or business, and pursuant
            to the terms of such reorganization, merger, consolidation or
            disposition of assets, shares of stock or other securities, property
            or assets of the corporation (or the successor, transferee or
            affiliate of the corporation) or cash are to be received by or
            distributed to the holders of Common Stock, then the holders of the
            Series B Convertible Preferred Stock shall have the right thereafter
           to receive, upon conversion thereof, the number of shares of stock or
            other securities, property or assets of the corporation (or the
            successor, transferee or affiliate of the corporation,) or cash
            receivable upon or as a result of such reorganization merger,
            consolidation or disposition of assets by a holder of the number of
           shares of Common Stock into which such Series B Convertible Preferred
            Stock was convertible immediately prior to such event and the
            corporation shall make lawful provision therefore as part of such
            transaction.  The provisions of this subdivision (i) shall similarly
            apply to successive reorganizations, mergers, consolidations or
            dispositions of assets.

          (ii)      In the event the outstanding of Common Stock of the
           Corporation shall be combined or consolidated, by reclassification of
            otherwise, to a lesser number of shares without a corresponding
           combination or consolidation with respect to the Series B Convertible
            Preferred Stock, the Conversion Formula in effect immediately prior
            to such combination or consolidation shall, concurrently with the
            effectiveness  of  such combination or consolidation,  be
            proportionately decreased.  Conversely, in the event the outstanding
           shares of Common Stock shall be split into a greater number of shares
            or the Corporation shall declare a dividend with respect to Common
            Stock without a corresponding split with respect to the Series A
            Convertible Preferred Stock, the Conversion Formula in effect
            immediately prior to such action shall, concurrently with the
            effectiveness of such dividend or stock split, be proportionately
            increased.

          (iii)     Whenever the Conversion Rate shall be adjusted pursuant to
            this paragraph 5(e), the Corporation shall forthwith obtain, and
            cause to be delivered to the holders of the Series B Convertible
            Preferred Stock, a certificate signed by the President, Vice
            President or Treasurer of the Corporation, setting forth in
            reasonable detail the event requiring the adjustment and the method
            by which such adjustment was calculated and specifying the new
            Conversion Rate.  In the case referred to in subdivision (i), such a
            certificate shall be issued describing the amount and kind of stock,
           securities, property or assets or cash which shall be receivable upon
            conversion of the Series B Convertible Preferred Stock after giving
            effect to the provisions of such subdivision (i).

     (f)  In case any time and Corporation shall offer for subscription
       pro rata to the holders of its Common Stock in any additional shares
       of  stock of any class or other rights, and in each event, the
       Corporation will mail or cause to be mailed to the holder of Series B
       Convertible Preferred Stock a notice specifying the date on which any
       such record is to be taken for the purpose of distribution of such
       subscription right, and stating the amount and character of such
       subscription right.  Such notice shall be mailed at least twenty (20)
       days prior to the date therein specified in lawful and practicable.

6.    The  Series  B  Convertible Preferred Stock and the  shares  of
  Common  Stock issuable on conversion thereof may not be transferred
  without  prior  compliance  with the Securities  Act  of  1933  and
  restrictive  legends  to such effect may be placed  upon  and  stop
  transfer  orders  issued  with respect to  the  stock  certificates
  representing such shares.

7.    At  any  time  during which the Series B Convertible  Preferred
  Stock  shall  be outstanding, the Corporation shall be entitled  to
  redeem the stock upon thirty (30) days advance written notice to the
  then holder of the Series B Convertible Preferred Stock.  Upon  the
  redemption date, which shall not be less than thirty (30) days after
  such notice ("Redemption Date"), the Company shall have the right to
  redeem the Series B Convertible Preferred Stock for an amount equal
  to  the  number of shares then outstanding multiplied by the  issue
  price  of $5.00 per share.  Such notice of redemption shall require
  the holder of the Series B Convertible Preferred Stock to surrender
  to the Corporation on the Redemption Date, a certificate representing
  the Series B Convertible Preferred Stock.  Notwithstanding the fact
  that  the  certificate may not be surrendered  for  redemption  and
  cancellation,  upon the Redemption Date, the Series  B  Convertible
  Preferred Stock shall be deemed to be expired and all rights of the
  holder shall cease and terminate, other than the right to receive the
  redemption  price of $5.00 for each share of Series  B  Convertible
  Preferred Stock, including the an annual dividend preference equal to
  ten  (10%) percent: provided, the Redemption Date.  Notwithstanding
  notice of the Corporation's right to redeem, the holder shall  have
  the right to convert the Series B. Convertible Preferred Stock into
  Common Stock at the primary Conversion Formula set forth above, until
  the  Redemption  Date, following which the right to  convert  shall
  expire and be of no further force or effect.

8.    Except  as otherwise permitted by the applicable provisions  of
  the  Act,  holders  of the Series B Preferred Stock  shall  not  be
  entitled  to voting rights or notice of any matter proposed  to  be
  submitted by the Corporation to its shareholders for consideration.

9.    Upon  receiving the consent of the holders of at least a  fifty
  one  (51%)  percent majority of the Series B Convertible  Preferred
  Stock then outstanding, the Corporation may amend or modify any  of
  the foregoing rights, privileges and preferences with respect to the
  Series B Convertible Preferred Stock.

IN  WITNESS WHEREOF, said COMTEC INTERNATIONAL, INC. has caused  this
Certificate  to  be  signed  by Donald G. Mack,  its  President,  and
attested  by Mitchell B. Chi, its Assistant Secretary, this 19th  day
of August, 1996.

                            COMTEC INTERNATIONAL, INC.


                            By: \Donald G. Mack\
                               Donald G. Mack, President

                            ATTEST:


                            By:\Mitchell B. Chi\
                               Assistant Secretary, Mitchell B. Chi

I  hereby  verify  that I have signed this instrument  on  behalf  of
ComTec International, Inc. and that, to the best of my knowledge  and
belief,  the foregoing is true and correct as of the date  set  forth
above.


                            By:\Donald G. Mack\
                               Donald G. Mack, President

STATE OF COLORADO    )
                     )ss
COUNTY OF ARAPAHOE   )

On  this 19th Day of August, 1996 before me appeared Donald G.  Mack,
known  personally to be to be the President of ComTec  International,
Inc.,  and  that  he,  as such officer, being authorized  so  to  do,
executed the foregoing instrument for the purpose therein contained.

       IN  WITNESS WHEREOF, I have hereunto set my hand and  official
seal.



                               \Joanne B. Brawley\
                            Notary Public
                            My commission expires: 12-27-97


STATE OF COLORADO    )
                     )ss
COUNTY OF ARAPAHOE   )

On  this 19th day of August, 1996 before me appeared Mitchell B. Chi,
known  personally  to  me  to be the Assistant  Secretary  of  ComTec
International,  Inc., and that he, as such officer, being  authorized
so  to  do, executed the foregoing instrument for the purpose therein
contained.

       IN  WITNESS WHEREOF, I have hereunto set my hand and  official
seal.



                               \Joanne B. Brawley\
                            Notary Public
                            My commission expires: 12-27-97