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                                                                     EXHIBIT 4.4




                          CERTIFICATES OF DESIGNATIONS,
                         PREFERENCES, POWERS AND RIGHTS

                                       OF

                           SERIES 1999 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 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 thereon 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 Preferred
stock (the "Series 1999 Preferred Stock") and the number of shares constituting
the Series 1999 Preferred Stock shall be TWO THOUSAND FIVE HUNDRED (2,500). The
Series 1999 Preferred stock shall have a stated value of Ten Thousand Dollars
($10,000) per share (the "Original Series 1999 Issue Price").

         SECTION 2. RANK. The Series 1999 Preferred stock shall rank: (i) 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 Preferred Stock
(collectively, the "Senior Securities"); (ii) prior to all of the Company's
Common Stock and Non-Voting Common Stock, each $0.01 par value per share (the
"Common Stock"); (iii) 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 Preferred Stock (collectively, with the Common
Stock, the "Junior Securities"); and (iv) on parity with the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series I Preferred
Stock, Series J Preferred Stock of the Company, and any class or series of
capital stock of the Company hereafter created specifically ranking by its terms
on parity with the series 1999 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 Preferred stock (the "Holders"), in preference to the holders of
shares of capital stock ranking junior to the Series 1999 Preferred Stock as to
dividends, shall be entitled to receive dividends on each share of Series 1999
Preferred Stock held of record at the annual rate of 8% of the Original Series
1999 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 Preferred Stock in cash or in additional shares
(including fractional shares) of Series 1999 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 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 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 Series 1999
Issue Price per share. Dividends to be paid in additional shares of Series 1999
Preferred Stock shall be deemed to have been made when certificates representing
such additional shares of Series 1999 Preferred Stock have been delivered to the
record holders of the Series 1999 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 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 Preferred stock shall not be entitled to any dividend,
whether payable in cash, additional shares of Series 1999 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 Preferred Stock which may be in arrears.

                  (c) So long as any Series 1999 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 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 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 payable; provided, however, that if the closing
bid price per share of the Common Stock remains below $20.00 for twenty (20)
consecutive trading days (as so adjusted), then the dividend will resume as of
such 20th day.


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         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 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 Preferred Stock then outstanding equal to the Original Series 1999 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 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 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 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
subsection 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.

                  (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 subsection 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 Preferred Stock into 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 Preferred stock shall be the same as
existing immediately prior to such proposed transaction.

         SECTION 5.        CONVERSION.  The  record  Holders  of  this
Series  1999  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 Preferred Stock shall be entitled to convert the shares of Series
1999 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 voting
Common Stock of the Company equal to the quotient of (i) the aggregate Original
Series 1999 Issue Price of the shares of Series 1999 Preferred Stock being
converted divided by (ii) the Conversion Price as determined pursuant to this
Section 5 (the


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 "Conversion Price"). The Conversion Price shall initially be TWO
DOLLARS FIFTY CENTS ($2.50) per share of Series 1999 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
Preferred Stock to shares of voting Common Stock until such time as the Company
shall have received the authorization of its stockholders to issue shares of the
Company's Common Stock to the Holder upon the conversion by the Holder of any
share of Series 1999 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
(a) above, the conversion of shares of Series 1999 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 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 Preferred Stock pursuant to this Section
5, the Holder shall be deemed to be the record holder of the shares of Common
Stock into which shares of Series 1999 Preferred Stock have been converted and
shall be entitled to receive duly executed certificates, in proper form,
representing such shares of voting Common Stock as soon as practicable
thereafter. Anything contained herein to the contrary notwithstanding, if any
conversion of shares of Series 1999 Preferred Stock would create a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares of Common
Stock issuable upon such conversion, in the aggregate, shall be rounded to the
nearest whole number of shares (with one-half of a share rounded up).

                  (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 Common Stock, solely for the purpose of effecting the conversion of
the Series 1999 Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all then
outstanding Series 1999 Preferred Stock. If at any time the number of authorized
but unissued shares of Common Stock (excluding for this purpose any authorized
but unissued shares of Common Stock that are properly reserved for some other
purpose) shall be insufficient to cause the conversion into Common Stock of all
shares of Series 1999 Preferred Stock then outstanding, the Company will take
such corporate action as may be reasonably necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purpose.

                  (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
Preferred Stock remain outstanding, the number of outstanding shares of 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 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 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 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


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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 Preferred Stock, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of 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 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 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 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 subsection 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 Preferred Stock into 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 subsection 5(d)(ii).

         SECTION 6. VOTING. The Holders shall be entitled to vote, together with
the holders of the Company's voting Common Stock, as a single class, on all
matters 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. In
all such matters, the Holders shall be entitled to cast, for each share of
Series 1999 Preferred Stock held of record, a number of votes equal to the
product of (i) the number of votes that one share of voting Common Stock shall
be entitled to cast on such matter times (ii) the number of shares of voting
Common Stock into which one share of Series 1999 Preferred Stock is convertible
on the record date for such 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 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 Series 1999 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 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 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 Preferred Stock shall not be entitled to any mandatory
redemption of their Series 1999 Preferred Stock without the consent of the
Company.

         SECTION 8. LOCKUP PERIOD. In the event any shares of Series 1999
Preferred Stock shall be converted pursuant to Section 5 hereof, the Holder
hereby agrees that it shall hold the shares of Common Stock issued to it upon
conversion until July 15, 2002 (the "Lockup Period"); provided, however, the
Lockup Period shall expire on July 27, 2001 if at any time prior to July 27,
2001, (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) remains above $7.50 per share
for a period of twenty (20) consecutive trading days and (b) the average trading
volume of the Common Stock on Nasdaq is at least 50,000 shares per day as
measured by Nasdaq during the same twenty (20) consecutive trading days.

         SECTION 9. MANDATORY CONVERSION BY COMPANY. Each share of Series 1999
Preferred Stock shall automatically convert into that number of fully-paid and
non-assessable shares of voting Common Stock of the Company equal to the
Original Series 1999 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



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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 average trading
volume of the Common Stock on Nasdaq remaining at least 50,000 shares per day as
measured by Nasdaq during the same twenty (20) consecutive trading days. If,
however, the Series 1999 Preferred Stock is converted by the Company pursuant to
this Section 9, the Lockup Period shall expire as of the date of any such
conversion by the Company pursuant to this Section 9.

         SECTION 10. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any
shares of Series 1999 Preferred Stock shall be converted pursuant to either
Section 5 or 9 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 Preferred Stock.

         SECTION 11. 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 senior to, junior to or on parity with the Series 1999 Preferred Stock as
to dividend, liquidation rights or otherwise.

         SECTION 12. 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 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
Preferred Stock into shares of Common Stock.

         SECTION 13. FRACTIONAL SHARES. In the event a Holder of Series 1999
Preferred Stock shall be entitled to receive a fractional interest in a share of
Series 1999 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 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 14. PREEMPTIVE RIGHTS. The Holders of Series 1999 Preferred
Stock are not entitled to any preemptive or subscription rights in respect of
any securities of the Company.

         SECTION 15. COUNTERPARTS. This Certificate of Designation may be
executed on separate counterparts and shall be effective as of the date signed.



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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 28th day of
July, 1999.



                                   /s/ Danny G. Hair
                                   --------------------------------------------
                                   Danny G. Hair, Chief Financial Officer


Attest:


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