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                                                                     EXHIBIT 4.3


                           CERTIFICATE OF DESIGNATION,
                         PREFERENCES, POWERS AND RIGHTS

                                       OF

                            SERIES H 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
Series H 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 $.01 per share and shall be designated as Series H Preferred Stock
(the "Series H Preferred Stock") and the number of shares constituting the
Series H Preferred Stock shall be TWO THOUSAND FIVE HUNDRED (2,500). The Series
H Preferred Stock shall have a stated value of Ten Thousand Dollars ($10,000)
per share (the "Original Series H Issue Price").

     SECTION 2. RANK. The Series H 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 H Preferred Stock
(collectively, the "Senior Securities"); (ii) prior to all of the Company's
Common Stock, $.01 par value per share ("Common Stock") and Non-Voting Common
Stock, $.01 par value per share ("NonVoting 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 H
Preferred Stock (collectively, with the Common Stock and Non-Voting Common
Stock, the "Junior Securities"); and (iv) on parity with the Series A Preferred
Stock of the Company, par value $.01 per share (the "Series A Preferred Stock"),
the Series B Preferred Stock of the Company, par value $.01 per share (the
"Series B Preferred Stock"), the Series C Preferred



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Stock of the Company, par value $.01 per share (the "Series C Preferred Stock"),
the Series G Preferred Stock of the Company, par value $.01 per share (the
"Series G Preferred Stock") and any class or series of capital stock of the
Company hereafter created specifically ranking by its terms on parity with the
Series H 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").

     SECTION 3. DIVIDENDS AND DISTRIBUTIONS. (a) Subject to Section 3(d), the
holders of record of shares of Series H Preferred Stock (the "Holders"), in
preference to the holders of shares of capital stock ranking junior to the
Series H Preferred Stock as to dividends, shall be entitled to receive dividends
on each share of Series H Preferred Stock held of record at the annual rate of
8% of the Original Series H 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 H Preferred Stock in cash or in additional shares of Series H
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 H Preferred
Stock shall be paid by the issuance and delivery to such Holders of that number
of additional shares of Series H 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 H Issue Price per share.
Dividends to be paid in additional shares of Series H Preferred Stock shall be
deemed to have been made when certificates representing such additional shares
of Series H Preferred Stock have been delivered to the record holders of the
Series H 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 H
Preferred Stock paid as such dividends ("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 H
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
additional shares of Series H 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 H Preferred Stock
which may be in arrears.

            (c) So long as any Series H 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



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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 H
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 H 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 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 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 ("Liquidation Event"), either voluntary or involuntary, the Holders
of shares of Series H 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 H
Preferred Stock then outstanding equal to the Original Series H 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 H 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 H 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 H 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 this 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%)



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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, and (ii) a consolidation, merger,
acquisition, or other business combination of the Company with or into any other
non-publicly traded company or companies (except for a consolidation, merger,
acquisition or other business combination with one of its subsidiaries) 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) (except for a
consolidation, merger, acquisition or other business combination with one of its
subsidiaries) 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 H 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
or the Lasertechnics Marking Corporation subsidiary (but not both) shall not be
deemed to be a Liquidation Event.

            (d) In the event that, immediately prior to or contemporaneously
with 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 H Preferred
Stock shall be the same as existing immediately prior to such proposed
transaction.

     SECTION 5. CONVERSION. The record Holders of this Series H 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 H
Preferred Stock shall be entitled to convert the shares of Series H 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 Series H
Issue Price of the shares of Series H 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 TEN DOLLARS
($10.00) per share of Series H Preferred Stock. The Conversion Price shall be
subject to adjustment from time to time as provided in Section 5(d).

            (b) Mechanics of Conversion. Conversion of shares of Series H
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 H 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 10 of this Certificate of Designation, together
with any indemnity or security reasonably requested by the Company



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pursuant to such section 10. Upon any conversion of shares of Series H 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 H
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 H 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 to the nearest
whole number of shares (with one-half of a share rounded up).

            (c) Reservation of Stock Issuable Upon Conversion. Other than as set
forth below, 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 H 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 H Preferred
Stock. Notwithstanding the foregoing, 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 H Preferred Stock then
outstanding, the Company will, when authorized by the Board of Directors, 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.

            (d) Adjustment to Conversion Rate.

                (i) Adjustment to Conversion Price Due to Stock Split, Stock
Dividend, Etc. If, at any time that any shares of Series H Preferred Stock
remaining 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 H 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 H
Preferred Stock, upon the basis and upon the terms and conditions specified
herein and in lieu of the shares of Non-Voting



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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 H 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 H 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 H 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 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 H 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 subsection 5(d)(ii).

     SECTION 6. VOTING. The Holders shall not be entitled to vote, either
together with the holders of the Company's voting Common Stock or voting
Preferred Stock, or as a single class, on any matter submitted to a vote of the
stockholders of the Company, or as to which the holders of the voting Common
Stock or voting Preferred 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 H Preferred Stock
shall be subject to 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 H Issue Price, plus any and all accrued unpaid dividends thereon. The
Company shall give at least 10 days' prior written notice of any redemption
pursuant to this Section 7 to each Holder of shares of Series H 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
NonVoting 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 10 business days after the Company's notice of redemption. The Holders of
Series H Preferred Stock shall not be entitled to any mandatory redemption of
their Shares without the consent of the Company.

     SECTION 8. STATUS OF CONVERTED OR REDEEMED STOCK. In the event any shares
of Series H Preferred Stock shall be converted pursuant to Section 5 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 H Preferred Stock.

     SECTION 9. 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



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issuing shares of, one or more series of Preferred Stock senior to, junior to or
on parity with the Series H Preferred Stock as to dividend, liquidation rights
or otherwise.

     SECTION 10. 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 H 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 H
Preferred Stock into shares of Non-Voting Common Stock.

     SECTION 11. FRACTIONAL SHARES. In the event a Holder of Series H Preferred
Stock shall be entitled to receive a fractional interest in a share of Series H
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 H 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 12. PREEMPTIVE RIGHTS. The Holders of Series H Preferred Stock are
not entitled to any preemptive or subscription rights in respect of any
securities of the Company.

     SECTION 13. COUNTERPARTS. This Certificate of Designation may be executed
on separate counterparts and shall be effective as of the date signed.

     IN WITNESS WHEREOF, AXCESS Inc. has caused this certificate to be signed by
its President and attested by its Secretary, as of the 30th day of April, 1998.


                                   AXCESS INC.


                                   By: /s/ Harry S. Budow
                                       -----------------------------------
                                           Harry S. Budow, President


Attest:


 /s/ Danny G. Hair
------------------------------
Danny G. Hair, Secretary



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