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                                                                     EXHIBIT 4.5


                          CERTIFICATES OF DESIGNATIONS,
                         PREFERENCES, POWERS AND RIGHTS

                                       OF

                     SERIES 1999 NON-VOTING PREFERRED STOCK

                                       OF

                                   AXCESS INC.

                         Pursuant to Section 151 of the
                             General Corporation Law
                            of the State of Delaware

         AXCESS INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Company"), hereby certifies that,
pursuant to the authority contained in Article Fourth of its Certificate of
Incorporation, as amended, and in accordance with the provisions of Sections 103
and 151 of the General Corporation Law of the State of Delaware, its Board of
Directors has adopted the following resolution providing for the issuance of the
Series 1999 Non-Voting Preferred Stock:

         RESOLVED, that a series of the class of authorized preferred stock of
the Company is hereby created and the Board of Directors hereby fixes the
designation and amount thereof, and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof as follows:

         SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall have
a par value of $0.01 per share and shall be designated as Series 1999 Non-Voting
Preferred Stock and the number of shares constituting the Series 1999 Non-Voting
Preferred Stock shall be TWO THOUSAND FIVE HUNDRED (2,500). The Series 1999
Non-Voting Preferred Stock shall have a stated value of Ten Thousand Dollars
($10,000) per share (the "Original Issue Price").

         SECTION 2. RANK. The Series 1999 Non-Voting Preferred Stock shall rank:
(a) junior to any other class or series of capital stock of the Company
hereafter created specifically ranking by its terms senior to the Series 1999
Non-Voting Preferred Stock (collectively, the "Senior Securities"); (b) prior to
all of the Company's Common Stock and Non-Voting Common Stock, each $0.01 par
value per share (the "Common Stock"); (c) prior to any class or series of
capital stock of the Company hereafter created not specifically ranking by its
terms senior to or on parity with the Series 1999 Non-Voting Preferred Stock
(collectively, with the Common Stock, the "Junior Securities"); and (d) on a
parity with the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series I Preferred Stock, Series 1999 Preferred Stock of the
Company, and any class or series of capital stock of the Company hereafter
created specifically ranking by its terms on a parity with the Series 1999
Non-Voting Preferred Stock (the "Parity Securities"), in each case as to
distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").



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         SECTION 3. DIVIDENDS AND DISTRIBUTIONS.

                  (a) Subject to Section 3(d), the holders of record of shares
of Series 1999 Non-Voting Preferred Stock (the "Holders"), in preference to the
holders of shares of capital stock ranking junior to the Series 1999 Non-Voting
Preferred Stock as to dividends, shall be entitled to receive dividends on each
share of Series 1999 Non-Voting Preferred Stock held of record at the annual
rate of 8% of the Original Issue Price, payable semi-annually, to the extent of
funds legally available therefor. Such dividends shall be cumulative, shall
accrue on each share on a daily basis (calculated on the basis of a 360-day
year, whether or not earned or declared, from the date of original issue of such
shares) and shall be payable in arrears, when, as and if declared by the Board
of Directors, on the last day of June and December in each year (each such date,
a "Dividend Payment Date"). Each such dividend will be paid to the Holders as
they appear on the stock register of the Company on the record date therefor as
shall be fixed by the Board of Directors, which record date shall not be more
than 25 days or less than 10 days preceding the payment date thereof.

                  (b) The Company may, at its option, make any dividend payment
to Holders of Series 1999 Non-Voting Preferred Stock in cash or in additional
shares (including fractional shares) of Series 1999 NonVoting Preferred Stock or
in any combination of cash and such shares. Each such dividend payment (or
portion thereof) to be paid in shares of Series 1999 Non-Voting Preferred Stock
shall be paid by the issuance and delivery to such Holders of that number of
additional shares (including any fractional shares, if applicable) of Series
1999 Non-Voting Preferred Stock as shall be equal to the quotient obtained by
dividing the aggregate dollar amount of such dividend payment (or portion
thereof) by the Original Issue Price per share. Dividends to be paid in
additional shares of Series 1999 Non-Voting Preferred Stock shall be deemed to
have been made when certificates representing such additional shares of Series
1999 Non-Voting Preferred Stock have been delivered to the record holders of the
Series 1999 Non-Voting Preferred Stock entitled to receive the same, in
accordance with the instructions of such holders designated in writing to the
Company at least two business days prior to any Dividend Payment Date. All
shares of Series 1999 Non-Voting Preferred Stock paid as such dividends (the
"Dividend Shares") shall be validly issued, fully paid and non-assessable, shall
be free and clear of preemptive rights and liens, claims and encumbrances of any
kind. Subject to the other provisions of this Certificate of Designation,
holders of shares of Series 1999 Non-Voting Preferred Stock shall not be
entitled to any dividend, whether payable in cash, additional shares of Series
1999 Non-Voting Preferred Stock, or other property, in excess of full cumulative
dividends as herein provided. No interest, or sum of money in lieu of interest,
shall be payable under this Certificate of Designation in respect of any
dividend payment or payments on the Series 1999 Non-Voting Preferred Stock which
may be in arrears.

                  (c) So long as any Series 1999 Non-Voting Preferred Stock
remains outstanding, the Company will not redeem, purchase or otherwise acquire
any Junior Securities; nor will the Company declare or pay any dividend or make
any distribution (in each case, whether in cash or securities or assets in kind)
upon any Junior Securities (other than stock dividends on Junior Securities,
payable in shares of, options, warrants or similar rights to acquire shares of,
the same class (and series, if applicable) of Junior Securities), or make any
sinking fund or other payment in respect of any of the foregoing if the Company
shall not have paid in full all accrued dividends on the Series 1999 Non-Voting
Preferred Stock in accordance with Section 3(a) hereof.

                  (d) Anything contained herein to the contrary notwithstanding,
if at any time that any shares of Series 1999 Non-Voting Preferred Stock are
outstanding, the closing bid price per share of the Common Stock on the Nasdaq
Stock Market (or, if the Common Stock is not then included in Nasdaq, but is
listed on any national securities exchange, on the principal national securities
exchange on which the Common Stock is then listed) remains above $20.00 per
share (as adjusted for any stock splits, reverse stock splits, stock dividends
or similar events after the date of this Certificate of Designation) for twenty
(20) consecutive trading days, then, commencing on such 20th trading day, the
cumulative dividend will not be

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payable; provided, however, that if the closing bid price per share of the
Common Stock remains thereafter below $20.00 for twenty (20) consecutive trading
days (as so adjusted), then the dividend will resume as of such 20th day.

         SECTION 4. LIQUIDATION PREFERENCE.

                  (a) In the event of any liquidation, dissolution or winding up
of the Company (each a "Liquidation Event"), either voluntary or involuntary,
the Holders of shares of Series 1999 Non-Voting Preferred Stock shall be
entitled to receive, immediately after any distributions to Senior Securities
required by the Company's Certificate of Incorporation or any certificate of
designation, and prior in preference to any distribution to Junior Securities,
and in parity with any distribution to Parity Securities, an amount for each
share of Series 1999 Non-Voting Preferred Stock then outstanding equal to the
Original Issue Price, plus any and all accrued unpaid dividends. If upon the
occurrence of such event, and after payment in full of the preferential amounts
with respect to the Senior Securities, the assets and funds available to be
distributed among the Holders of the Series 1999 Non-Voting Preferred Stock and
Parity Securities shall be insufficient to permit the payment to such Holders of
the full preferential amounts due to the Holders of the Series 1999 Non-Voting
Preferred Stock and the Parity Securities, respectively, then the entire assets
and funds of the Company legally available for distribution shall be distributed
among the Holders of the Series 1999 NonVoting Preferred Stock and the Parity
Securities, pro rata, based on the respective liquidation amounts to which each
such series of stock is entitled by the Company's Certificate of Incorporation
and any certificate(s) of designation relating thereto.

                  (b) Upon the completion of the distribution required by
Section 4(a), if assets remain in the Company, they shall be distributed to
holders of Junior Securities in accordance with the Company's Certificate of
Incorporation including any duly adopted certificate(s) of designation relating
thereto.

                  (c) At each Holder's option, a sale, conveyance or disposition
of all or substantially all of the assets of the Company or the effectuation by
the Company of a transaction or series of related transactions in which any
person or entity acquires more than fifty percent (50%) of the voting power of
the Company (a "Change of Control") shall be deemed to be a Liquidation Event as
defined in Section 4(a); provided further that (i) a consolidation, merger,
acquisition, or other business combination of the Company with or into any other
publicly traded company or companies shall not be treated as a Liquidation Event
as defined in Section 4(a), but instead shall be treated pursuant to Section
5(d)(ii) hereof, (ii) the acquisition by Amphion Ventures L.P., by itself or
along with one or more of its affiliates, of more than fifty percent (50%) of
the voting power of the Company shall not be deemed to be a Change of Control
and, accordingly, will not be treated as a Liquidation Event as defined in
Section 4(a) and (iii) a consolidation, merger, acquisition, or other business
combination of the Company with or into any other non-publicly traded company or
companies shall be treated as a Liquidation Event as defined in Section 4(a).
The Company shall not effect any transaction described in Section 4(c)(ii)
unless it first gives thirty (30) business days' prior notice of such
transaction (during which time the Holder shall be entitled to convert its
shares of Series 1999 Non-Voting Preferred Stock into non-voting Common Stock).
For purposes of this Section 4(c), the public offering, sale or distribution of
shares of stock (or assets) of the Company's Sandia Imaging Systems Corporation
subsidiary shall be deemed to be a Liquidation Event.

                  (d) In the event that, immediately prior to the closing of a
transaction described in Section 4(c) which would constitute a Liquidation
Event, the cash distributions required by Section 4(a) have not been made, the
Company shall either: (i) cause such closing to be postponed until such cash
distributions have been made, or (ii) cancel such transaction, in which event
the rights of the Holders of Series 1999 NonVoting Preferred Stock shall be the
same as existing immediately prior to such proposed transaction.

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         SECTION 5. CONVERSION. The record Holders of this Series 1999
Non-Voting Preferred Stock shall have conversion rights as follows (the
"Conversion Rights"):

                  (a) Right to Convert. On the terms and subject to the
conditions set forth in this Certificate of Designation, each record Holder of
Series 1999 Non-Voting Preferred Stock shall be entitled to convert the shares
of Series 1999 Non-Voting Preferred Stock held by such Holder, in whole at any
time and in part from time to time, into a number of fully-paid and
non-assessable shares of non-voting Common Stock of the Company equal to the
quotient of (i) the aggregate Original Issue Price of the shares of Series 1999
Non-Voting Preferred Stock being converted divided by (ii) the Conversion Price
as determined pursuant to this Section 5 (the "Conversion Price"). The
Conversion Price shall initially be THREE DOLLARS ($3.00) per share of Series
1999 Non-Voting Preferred Stock. The Conversion Price shall be subject to
adjustment from time to time as provided in Section 5(d). Notwithstanding the
foregoing or any other term or provision of this Certificate of Designation, the
Holder shall not be permitted, without the prior written consent of the Company,
to convert any shares of Series 1999 Non-Voting Preferred Stock to shares of
non-voting Common Stock until such time as the Company shall have received the
authorization of its stockholders to issue shares of the Company's non-voting
Common Stock to the Holder upon the conversion by the Holder of any share of
Series 1999 Non-Voting Preferred Stock. The Company hereby agrees to submit such
a proposal to its stockholders for approval at the Company's 2000 annual meeting
of stockholders and to use its best efforts to obtain such approval.

                  (b) Mechanics of Conversion. Subject to the terms of Section
5(a) above, the conversion of shares of Series 1999 Non-Voting Preferred Stock
may be effected by written notice to the Company, and shall be effective upon
receipt of such notice by the Company, or as otherwise provided in such notice,
and delivery to the Company of (i) one or more certificates representing the
shares of Series 1999 Non-Voting Preferred Stock being converted, (ii) a
certificate of guaranteed delivery of such certificates reasonably satisfactory
to the Company, or (iii) evidence of the loss, theft or destruction of such
certificates pursuant to Section 11 of this Certificate of Designation, together
with any indemnity or security reasonably requested by the Company pursuant to
such Section 11. Upon any conversion of shares of Series 1999 Non-Voting
Preferred Stock pursuant to this Section 5, the Holder shall be deemed to be the
record holder of the shares of non-voting Common Stock into which shares of
Series 1999 Non-Voting Preferred Stock have been converted and shall be entitled
to receive duly executed certificates, in proper form, representing such shares
of non-voting Common Stock as soon as practicable thereafter. Anything contained
herein to the contrary notwithstanding, if any conversion of shares of Series
1999 Non-Voting Preferred Stock would create a fractional share of non-voting
Common Stock or a right to acquire a fractional share of non-voting Common
Stock, such fractional share shall be disregarded and the number of shares of
non-voting Common Stock issuable upon such conversion, in the aggregate, shall
be rounded up to the nearest whole number of shares.

                  (c) Reservation of Stock Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares of non-voting Common Stock, solely for the purpose of effecting the
conversion of the Series 1999 Non-Voting Preferred Stock, such number of its
shares of non-voting Common Stock as shall from time to time be sufficient to
effect the conversion of all then outstanding Series 1999 Non-Voting Preferred
Stock. If at any time the number of authorized but unissued shares of non-voting
Common Stock (excluding for this purpose any authorized but unissued shares of
non-voting Common Stock that are properly reserved for some other purpose) shall
be insufficient to cause the conversion into non-voting Common Stock of all
shares of Series 1999 Non-Voting Preferred Stock then outstanding, the Company
will take such corporate action as may be reasonably necessary to increase its
authorized but unissued shares of non-voting Common Stock to such number of
shares as shall be sufficient for such purpose.


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                  (d) Adjustment to Conversion Price.

                      (i) Adjustment to Conversion Price Due to Stock Split,
Stock Dividend, Etc. If, at any time that any shares of Series 1999 Non-Voting
Preferred Stock remain outstanding, the number of outstanding shares of
non-voting Common Stock is increased by a stock split, stock dividend, or other
similar event, the Conversion Price shall be proportionately reduced, or if the
number of outstanding shares of non-voting Common Stock is decreased by a
reverse stock split, combination or reclassification of shares, or other similar
event, the Conversion Price shall be proportionately increased.

                      (ii) Adjustment Due to Merger, Consolidation, Etc. If, at
any time that any shares of Series 1999 Non-Voting Preferred Stock remain
outstanding, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of non-voting Common Stock of the Company shall be changed into the same
or a different number of shares of the same or another class or classes of stock
or securities of the Company or another entity, or there is a sale of all or
substantially all the Company's assets or there is a Change of Control not
deemed to be a Liquidation Event pursuant to Section 4(c), then the Holders
shall thereafter have the right to receive upon conversion of shares of Series
1999 Non-Voting Preferred Stock, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of non-voting Common Stock
immediately theretofore issuable upon conversion, such stock, securities and/or
other assets which the Holder would have been entitled to receive in such
transaction had such shares of Series 1999 Non-Voting Preferred Stock been
converted immediately prior to such transaction, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the Holders of the Series 1999 Non-Voting Preferred Stock to the end that the
provisions hereof (including, without limitation, provisions for the adjustment
of the Conversion Price and of the number of shares issuable upon conversion of
the Series 1999 Non-Voting Preferred Stock) shall thereafter be applicable, as
nearly as may be practicable in relation to any securities thereafter
deliverable upon the exercise hereof. The Company shall not effect any
transaction described in this Section 5(d)(ii) unless (A) it first gives thirty
(30) business days' prior notice to Holders of such merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event
(during which time the Holders shall be entitled to convert their shares of
Series 1999 Non-Voting Preferred Stock into non-voting Common Stock) and (B) the
resulting successor or acquiring entity (if not the Company) assumes by written
instrument the obligations of the Company under this Certificate of Designation
including this Section 5(d)(ii).

         SECTION 6. VOTING. The Holders shall not be entitled to vote on any
matter submitted to a vote of the stockholders of the Company, or as to which
the holders of the voting Common Stock shall otherwise be entitled to vote. As
used in this Section 6, all references to votes and voting shall refer as well
to action and actions by written consent.

         SECTION 7. OPTIONAL REDEMPTION BY COMPANY. The Series 1999 Non-Voting
Preferred Stock shall be subject to the optional redemption by the Company, in
whole at any time or in part from time to time, at a redemption price per share
equal to the Original Issue Price, plus any and all accrued unpaid dividends
thereon. The Company shall give at least ten (10) days' prior written notice of
any redemption pursuant to this Section 7 to each Holder of shares of Series
1999 Non-Voting Preferred Stock to be redeemed. The Company's optional right of
redemption is subject to each Holder's right to convert all or any part of the
shares to be redeemed into non-voting Common Stock pursuant to Section 5,
provided that the Holder gives written notice of such conversion to the Company
in accordance with Section 5 within ten (10) business days after the Company's
notice of redemption. The Holders of Series 1999 Non-Voting Preferred Stock
shall not be entitled to any mandatory redemption of their Series 1999
Non-Voting Preferred Stock without the consent of the Company.

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         SECTION 8. MANDATORY CONVERSION BY COMPANY. Each share of Series 1999
Non-Voting Preferred Stock shall automatically convert into that number of
fully-paid and non-assessable shares of non-voting Common Stock of the Company
equal to the Original Issue Price plus all accrued, but unpaid dividends
thereon, divided by the Conversion Price (subject to adjustment from time to
time as provided in Section 5(d)), upon (a) the closing bid price per share of
the Common Stock on the Nasdaq SmallCap Market (or, if the Common Stock is not
then included in Nasdaq, but is listed on any national securities exchange, on
the principal national securities exchange on which the Common Stock is then
listed) having reached and remained above $7.50 per share for a period of twenty
(20) consecutive trading days and (b) the trading volume of the Common Stock on
Nasdaq or other securities exchange was at least 50,000 shares per day as
measured by Nasdaq or other securities exchange during each of such twenty (20)
consecutive trading days.

         SECTION 9. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any
shares of Series 1999 Non-Voting Preferred Stock shall be converted pursuant to
either Section 5 or 8 hereof or redeemed pursuant to Section 7 hereof, the
shares so converted or redeemed shall be canceled, shall return to the status of
authorized but unissued Preferred Stock of no designated series, and shall not
thereafter be issuable by the Company as Series 1999 Non-Voting Preferred Stock.

         SECTION 10. OTHER PREFERRED STOCK. Nothing contained herein shall be
construed to prevent the Board of Directors from authorizing the creation of, or
to prevent the Company from issuing shares of, one or more series of Preferred
Stock junior to or on parity with the Series 1999 Non-Voting Preferred Stock as
to dividend, liquidation rights or otherwise.

         SECTION 11. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of
evidence of the loss, theft, destruction or mutilation of any certificates
representing shares of Series 1999 Non-Voting Preferred Stock, and (in the case
of loss, theft or destruction) of indemnity or security reasonably satisfactory
to the Company, and upon surrender and cancellation of the certificate(s), if
mutilated, the Company shall execute and deliver to the record Holder thereof
new certificate(s) of like tenor and date. However, the Company shall not be
obligated to re-issue such lost or stolen certificates if the Holder
contemporaneously requests the Company to convert such shares of Series 1999
Non-Voting Preferred Stock into shares of non-voting Common Stock.

         SECTION 12. FRACTIONAL SHARES. In the event a Holder of Series 1999
Non-Voting Preferred Stock shall be entitled to receive a fractional interest in
a share of Series 1999 Non-Voting Preferred Stock of less than one one-hundredth
of one share, except as otherwise provided herein, the Company shall either, in
the sole discretion of the Board of Directors, (a) round such fractional
interest up to the next one-hundredth of one whole share of Series 1999
Non-Voting Preferred Stock or (b) deliver cash in the amount of the fair market
value (as determined by the Board of Directors or in any manner prescribed by
the Board of Directors) of such fractional interest.

         SECTION 13. PREEMPTIVE RIGHTS. The Holders of Series 1999 Non-Voting
Preferred Stock are not entitled to any preemptive or subscription rights in
respect of any securities of the Company.


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         IN WITNESS WHEREOF, AXCESS Inc. has caused this certificate to be
signed by its Chairman of the Board and attested by its Secretary, as of the
30th day of September, 1999.

                               AXCESS INC.



                               By: /s/ James R. Craig
                                   ---------------------------------------------
                                       James R. Craig, Chief Financial Officer



Attest:


 /s/ Michael R. Dorey
----------------------------------------
Michael R. Dorey, Assistant Secretary

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