EXHIBIT 3.2

                      CERTIFICATE OF DESIGNATIONS
                                   
                                  OF
                                   
                            PREFERRED STOCK
                                   
                                  OF
                                   
                            FI-TEK VI, INC.


Fi-Tek VI, Inc., a corporation organized under the laws of the State of
Delaware, desiring to issue shares of preferred stock of which the powers,
designations, preferences and relative, participating, optional or other
rights, or the qualifications, limitations or restrictions thereof, have
not been set forth in the certificate of incorporation or in any amendment
thereto, but which have been provided in resolutions adopted by the board
of directors pursuant to authority expressly vested in it by the provisions
of the certificate of incorporation, hereby makes this Certificate of
Designations in accordance with Section 151(g) of the Delaware General
Corporation Law, and sets forth a copy of such resolutions, followed by a
statement of the number of shares to which the resolutions apply:

     NOW THEREFORE BE IT RESOLVED, that a series of Preferred Stock be, and
it hereby is, designated Series A Preferred Stock (herein the "Preferred
Shares"), to be subject to the rights and conditions provided in the
Resolutions set forth below;

     BE IT RESOLVED FURTHER, that the holders of the Preferred Shares shall
have the rights, and the Preferred Shares shall be subject to the
limitations and qualifications, set forth below:

     (a)  AUTOMATIC CONVERSION.  Each Preferred Share shall automatically
be converted into two hundred ninety (290) shares of the Company's common
stock, par value $0.00001 per share, upon the earlier of

          i)   the filing date of the Company's Annual Report on Form 10-K
(or on Form 10-KSB or other applicable Annual Report under the Securities
Exchange Act of 1934, as amended) with respect to the first fiscal year in
which the Company shall have attained annual sales of sixty million dollars
($60,000,000) or more, but only if such annual sales goal is reported not
later than the due date (as may be extended by any authorized extension) of
such Annual Report for the fiscal year of the Company ending in 2002;

          ii)  the closing date of any transaction that results in a change
of ownership of the Company, which is defined as a single transaction
(other than transactions contemplated by the Reorganization Agreement)
which results in a change in majority control of the Company, but only if
such change of ownership occurs on or before the end of the Company's
fiscal year ending in 2002.

<PAGE>

The convertibility of the Preferred Shares shall terminate upon a failure
of the Preferred Shares to have been converted on or before the lapse of
the last opportunity for conversion set forth above in this paragraph (a).

Any holder who wishes to receive certificate(s) for common stock upon
conversion of his Preferred Shares must deliver the certificate or
certificates representing such Preferred Shares, duly endorsed by the
holder, to the Secretary of the Company at its executive office.

     (b)  VOTING RIGHTS.  The Preferred Shares shall be nonvoting shares.

     (c)  DIVIDEND AND DISTRIBUTION RIGHTS.  The Preferred Shares shall
have no right to participate in any dividends that may be declared with
respect to any other stock of the Company.  No distribution shall be made
in respect of the Preferred Shares in connection with any partial or total
liquidation of the Company.

     (d)  REDEMPTION.  If the convertibility of the Preferred Shares shall
have terminated in accordance with paragraph (a), above, all of the
Preferred Shares shall automatically be redeemed by the Company effective
as of the date (the "Redemption Date") on which the last opportunity for
conversion set forth in paragraph (a), above, shall have lapsed.  The
redemption price shall be paid in cash in the amount of $0.0001 per share.
As of the Redemption Date, the Preferred Shares being redeemed shall be
marked "cancelled" on the Company's stock transfer books (whether or not
the certificates therefor have been surrendered by the holders) and,
thereafter, holders of redeemed Preferred Shares shall not be considered as
or possess any rights as shareholders of the Company with respect to the
redeemed shares.  Holders shall be paid the redemption amount due only upon
surrender to the Company of the certificate or certificates representing
the redeemed shares.

     (e)  STATUS OF PREFERRED SHARES.  Preferred Shares which have been
redeemed by the Company or converted to common stock by the holders shall
not be cancelled but shall revert to the status of authorized but unissued
shares.

     (f)  ADJUSTMENTS TO PREFERRED SHARES.  The conversion ratio and
similar terms governing the Preferred Shares (the "Designated Terms") shall
be subject to adjustment as set forth below:

          i)   In case the Company shall hereafter (A) pay a dividend or
make a distribution on its Common Stock in shares of its capital stock
(whether shares of Common Stock or of capital stock of any other class),
(B) subdivide its outstanding shares of Common Stock, (C) combine its
outstanding shares of Common Stock into a smaller number or shares, or (D)
issue by reclassification of its shares of Common Stock any shares of
capital stock of the Company, the Designated Terms in effect immediately
prior to such action shall be adjusted so that the Registered Holder of any
Preferred Shares thereafter converted shall be entitled to receive the
number of shares of capital stock of the Company which he or she would have
owned immediately following such action had such Preferred Shares been
converted immediately prior thereto.

<PAGE>

          ii)  An adjustment made pursuant to this subsection shall become
effective immediately after the record date in the case of a dividend and
shall become effective immediately after the effective date in the case of
a subdivision, combination, reclassification or issue.  If, as a result of
an adjustment made pursuant to this subsection, the Registered Holder of
any Preferred Shares thereafter converted shall become entitled to receive
shares of two or more classes of capital stock of the Company, the Board of
Directors (whose determination shall be conclusive and shall be described
in a statement filed with the transfer agent of the Company) shall
determine the allocation of the adjusted Designated Terms between or among
shares of such classes of capital stock.

          iii) No adjustment in the Designated Terms shall be required to
be made unless such adjustment would require an increase or decrease of at
least one one-hundredth of a share; provided, however, that any adjustments
which by reason of this subsection are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All
calculations under this subsection (f) shall be made to the nearest one-
hundredth of a share, as the case may be, but in no event shall the Company
be obligated to issue fractional shares upon the conversion of any
Preferred Share.

          iv)  In the event that at any time as a result of an adjustment
made pursuant to subsection (i) of this subsection (f) the Registered
Holder of any Preferred Share thereafter converted shall become entitled to
receive any shares of the Company other than shares of its Common Stock,
thereafter the Designated Terms of such other shares so receivable upon
conversion of any Preferred Shares shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in subsections (i)
through (iii) of this subsection (f).

THE COMPANY IS AUTHORIZED TO ISSUE 1,000,000 SHARES OF SERIES A PREFERRED
STOCK.

IN WITNESS WHEREOF, THIS CERTIFICATE OF DESIGNATIONS HAS BEEN EXECUTED
BELOW ON BEHALF OF THE CORPORATION ON THIS TWENTY-THIRD DAY OF SEPTEMBER
1997 BY ITS PRESIDENT AND ACKNOWLEDGED BY ITS SECRETARY, THEREUNTO DULY
AUTHORIZED.

                              /s/ FRANK L. KRAMER
                              --------------------------------
                              Frank L. Kramer, President


                              /s/ RONALD J. MILLER
ACKNOWLEDGED BY:              --------------------------------
                              Ronald J. Miller, Secretary

<PAGE>

STATE OF COLORADO   )
                    ) ss.
COUNTY OF DENVER    )

     The foregoing was acknowledged before me this 24 day of
September, 1997, by Frank L. Kramer, President of FI-TEK VI, INC.

     WITNESS my hand and official seal.

     My Commission expires: November 22, 1999

                                    /s/ SHIRLEY GREENBLATT
                                   ------------------------------------
                                   Notary Public




STATE OF COLORADO   )
                    ) ss.
COUNTY OF DENVER    )

     The foregoing was acknowledged before me this 24 day of
September, 1997, by Ronald J. Miller, Secretary of FI-TEK VI, INC.

     WITNESS my hand and official seal.

     My Commission expires: November 22, 1999

                                    /s/ SHIRLEY GREENBLATT
                                   ------------------------------------
                                   Notary Public