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                             EXHIBIT 4.2
                                  
                     CERTIFICATE OF DESIGNATION
                                 OF
                         SERIES C REDEEMABLE
                     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  C  Redeemable Convertible Preferred  Stock";  and
further

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

           SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK

1.    The  number  of  shares constituting the  Series  C  Redeemable
  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 C Redeemable Convertible
  Preferred  Stock with a par value of $.001 per share and  an  issue
  price of $10.00 per share.

3.    Holders of the Series C Redeemable Convertible Preferred  Stock
  shall not be entitled to dividends, except as may accrue to holders
  of  the Corporation's Common Stock following any conversion of  the
  Series C Redeemable 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 C Redeemable Convertible Preferred Stock shall
  be  subordinate to the Series A and Series B Convertible  Preferred
  Stock, and after the Series A and the Series B, 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  $10.00 per share of Series C Redeemable Convertible Preferred
  Stock.  If upon voluntary or involuntary liquidation, dissolution or
  winding-up of the Corporation, the amounts payable with respect  to
  the Series C Redeemable 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 C Redeemable 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 and Series C  Redeemable  Convertible
  Preferred Stock, having liquidation preferences, the shares  having
  liquidation preferences shall be subordinate to and not be entitled
  to  share  in any distributions accruing to the Series C Redeemable
  Convertible  Preferred  Stock until the  holder  of  the  Series  C
  Redeemable 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 C Redeemable 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  C   Redeemable
      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  C Redeemable 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  C
      Redeemable  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 C Redeemable Convertible Preferred Stock.

 (b)  The  number  of  shares  of  Common Stock  to  be  issued  upon
      conversion of the Series B Convertible Preferred Stock shall be equal
      to the bid price of the Common stock on the date redeemable actually
      takes place (the "Conversion Date") and as quoted by NASDAQ, the
      Electronic Bulletin Board or any other such Exchange  that  the
      Corporation's Common Shares might be traded.

 (c)  In   order  to  convert  shares  of  the  Series  C  Redeemable
      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 30 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.
      However, at all times prior to any conversion, the Company shall have
      the  first right to redeem the Series C. Redeemable Convertible
      Preferred Stock for an amount equal to the number of shares then
      multiplied by the issue price of $10.00 per share.  In the event the
      Company  elects not to redeem any shares of Series C Redeemable
      Convertible Preferred Stock giving Conversion Notice, then  the
      Company  shall issue an amount of Common shares based upon  the
      Conversion Formula on the Conversion Date.

 (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 as herein provided, so that the
      holder entitled to receive the shares of Common Stock upon conversion
      of the Series C Redeemable Convertible Preferred Stock shall at such
      time be treated for all purposes 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 of Common Stock upon the conversion shall be
      made without charge to the holder of the converted shares for any
      stock transfer or issue tax on 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
      keep 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 C Redeemable Convertible
      Preferred Stock then deliverable upon the conversion of exchange of
      the entire Series C Redeemable Convertible Preferred Stock at the
      that 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 C Redeemable 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 C Redeemable
           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 C Redeemable
            Convertible Preferred Stock, the Conversion Formula in effect
            immediately prior to such combination or consolidation shall, 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 C
            Redeemable 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 C Redeemable
            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 C Redeemable 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 C
       Redeemable 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  C Redeemable 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 C Redeemable  Convertible
  Preferred Stock shall be outstanding, including any Conversion Notice
  period as defined in paragraph 5, the Corporation shall be entitled
  to redeem the stock upon thirty (30) days advance written notice to
  the  then  holder of the Series C Redeemable 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 C  Redeemable  Convertible
  Preferred  Stock for an amount equal to the number of  shares  then
  outstanding multiplied by the issue price of $10.00 per share.  Such
  notice  of  redemption shall require the holder  of  the  Series  C
  Redeemable  Convertible  Preferred  Stock  to  surrender   to   the
  Corporation on the Redemption Date, a certificate representing  the
  Series  C. Redeemable Convertible Preferred Stock.  Notwithstanding
  the fact that the certificate may not be surrendered for redemption
  and cancellation, upon the Redemption Date, the Series C Redeemable
  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 $10.00 for each share of Series C
  Redeemable Convertible Preferred Stock; provided, however, that such
  right  to receive the redemption price shall itself expire one  (1)
  year  from  the  Redemption Date.  Notwithstanding  notice  of  the
  Corporation's right to redeem, the holder shall have the  right  to
  convert  the Series C Redeemable 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 C Redeemable 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 16th  day
of September, 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            )

On  this  16th  Day of September, 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            )

On  this  16th day of September, 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