EXHIBIT A
CERTIFICATE OF DESIGNATIONS OF
SERIES A 6% CONVERTIBLE PREFERRED STOCK OF
LMKI INC.

Pursuant to Section 78.1955 of the General
Corporation Law of the State of Nevada

The undersigned, __________ and _________, hereby certify that:
I.	They are the duly elected and acting President and
Secretary, respectively, of LMKI Inc., a Nevada corporation (the
"Corporation").
II.	The Certificate of Incorporation of the Corporation
authorizes five million (5,000,000) shares of preferred stock, $0.001 par
value per share.
III.	The following is a true and correct copy of resolutions
duly adopted by the Board of Directors of the Corporation (the "Board of
Directors") on _____ __, 1999 pursuant to the Articles of Incorporation of
the Corporation and in accordance with the provisions of the General
Corporation Law of the State of Nevada.
RESOLUTIONS
WHEREAS, the Board of Directors is authorized to provide for the
issuance of the shares of preferred stock, and by filing a certificate
pursuant to the applicable law of the State of Nevada, to establish and issue
preferred stock with such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating,
optional or other special rights, and with such qualifications, limitations
or restrictions thereon as the Board of Directors may determine.
WHEREAS, the Board of Directors desires, pursuant to its
authority as aforesaid, to designate a new series of preferred stock, set the
number of shares constituting such series and fix the rights, preferences,
privileges and restrictions of such series.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
hereby designates a new series of preferred stock and the number of shares
constituting such series and fixes the rights, preferences, privileges and
restrictions relating to such series as follows:

A.	Designation, Amount and Par Value.  The series of preferred
stock shall be designated as the Series A 6% Convertible Preferred Stock (the
"Series A Preferred Stock"), and the number of shares so designated shall be
five thousand (5,000) (which shall not be subject to increase or decrease).
Each share of Series A Preferred Stock shall have a par value of $0.001 per
share and a stated value (the "Stated Value") of the Liquidation Preference
(as hereinafter defined in Section C(1)).

B.	Dividends.

		(1)	Holders of the Series A Preferred Stock shall be
entitled to receive, out of funds legally available therefor, dividends at a
rate equal to 6% (the "Dividend Rate") of the Liquidation Preference per
share per annum (subject to appropriate adjustments in the event of any stock
dividend, stock split, combination or other similar recapitalization
affecting such shares), and no more, payable in accordance with the
provisions of this Certificate of Designations.
		(2)	At the election of the Corporation, each dividend on
Series A Preferred Stock shall be paid either in shares of Common Stock of
the Corporation, $.001 par value per share ("Common Stock") or in cash on the
Delivery Date (as defined in Subsection G(2)(a) of this Certificate of
Designations) with respect to any shares of Series A Preferred Stock which
are the subject of a Notice of Conversion (as defined in Subsection G(2) of
this Certificate of Designations).  Dividends paid in shares of Common Stock
shall be paid (based on an assumed value of $1,000 per share) in full shares
only, with a cash payment equal to the value of any fractional shares.  Each
dividend paid in cash shall be mailed to the holders of record of the Series
A Preferred Stock as their names and addresses appear on the share register
of the Corporation or at the office of the transfer agent on the
corresponding dividend payment date.  Holders of Series A Preferred Stock
will receive written notification from the Corporation or the transfer agent
if a dividend is paid in kind, which notification will specify the number of
shares of Common Stock paid as a dividend and the recipient's aggregate
holdings of Common Stock as of that dividend payment date and after giving
effect to the dividend.  All holders of shares of Common Stock issued as
dividends shall be entitled to all of the rights and benefits relating to
shares of Common Stock as set forth in the Corporation's Articles of
Incorporation, as amended, and By-laws.
		(3)	Holders of the Series A Preferred Stock shall be
entitled to payment of any dividends in preference and priority to any
payment of any cash dividend on Common Stock or any other class or series of
capital stock of the Corporation.  Dividends on the Series A Preferred Stock
shall accrue with respect to each share of the Series A Preferred Stock from
the date on which such share is issued and outstanding and thereafter shall
be deemed to accrue from day to day whether or not earned or declared and
whether or not there exists profits, surplus or other funds legally available
for the payment of dividends, and shall be cumulative so that if such
dividends on the Series A Preferred Stock shall not have been paid, or
declared and set apart for payment, the deficiency shall be fully paid or
declared and set apart for payment before any dividend shall be paid or
declared or set apart for any Common Stock or other class or series of
capital stock ranking junior to the Series A Preferred Stock (such stock
being collectively referred to herein as the "Junior Stock") and before any
purchase or acquisition of any Junior Stock is made by the Corporation.  At
the earlier of:   (1) the redemption or conversion of the Series A Preferred
Stock or (2) the liquidation of the Corporation, any accrued but undeclared
dividends shall be paid to the holders of record of outstanding shares of the
Series A Preferred Stock in accordance with the provisions of this
Certificate of Designations.  No accumulation of dividends on the Series A
Preferred Stock shall bear interest.
C.		Liquidation, Dissolution or Winding Up.	In the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the holders of shares of the Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, before any payment shall be
made to the holders of Junior Stock by reason of their ownership thereof, an
amount equal to one thousand dollars ($1,000) per share of Series A Preferred
Stock (the "Liquidation Preference") plus any accrued but unpaid dividends
(whether or not declared).  If upon any such liquidation, dissolution or
winding up of the Corporation the remaining assets of the Corporation
available for distribution to its stockholders shall be insufficient to pay
the holders of shares of the Series A Preferred Stock the full amount to
which they shall be entitled, the holders of shares of the Series A Preferred
Stock shall share ratably in any distribution of the remaining assets and
funds of the Corporation in proportion to the respective amounts which would
otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were
paid in full.
D.		Voting.
		(1)	Each holder of outstanding shares of Series A
Preferred Stock shall be entitled, at each meeting of stockholders of the
Corporation (and with respect to written consents of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders
of the Corporation for their action or consideration, to the number of votes
equal to the number of whole shares of Common Stock into which the shares of
Series A Preferred Stock held by such holder are convertible (as adjusted
from time to time pursuant to Subsection I hereof) immediately after the
close of business on the record date fixed for such meeting or the effective
date of such written consent.  Except as provided by law, and by the
provisions of Section K below, holders of Series A Preferred Stock shall vote
together with the holders Common Stock as a single class.
		(2)	The holders of the Series A Preferred Stock shall not
be entitled to any rights of cumulative voting with respect to their shares.
E.		Other Securities.  Subject to any limitations contained in
this Certificate of Designations, the Corporation's Articles of Incorporation
and/or the Primary Documents (as defined in the Securities Purchase
Agreement, dated as of November 23, 1999, hereinafter the "Securities
Purchase Agreement"), the Board of Directors of the Corporation reserves the
right to establish additional classes and/or series of capital stock of the
Corporation and to designate the preferences, limitations and relative rights
of any such classes and/or series; provided, however, that no such class
and/or series may have preferences, limitations and relative rights which are
superior to or senior to the preferences, limitations and relative rights
granted to the holders of the Series A Preferred Stock.
F.		Capital Reorganization.  If the Corporation shall at any
time hereafter subdivide or combine its outstanding shares of Common Stock,
declare a dividend payable in Common Stock, or in case of any capital
reorganization or reclassification of the shares of Common Stock of the
Corporation, the number of shares of the Series A Preferred Stock and the
Stated Value of the Series A Preferred Stock shall be adjusted appropriately
to allow the holders of the Series A Preferred Stock, as nearly as reasonably
possible, to maintain (i) the aggregate Stated Value of the Series A
Preferred Stock and (ii) their pro rata interest in the Corporation and in
the Common Stock upon conversion of the Series A Preferred Stock, that each
holder had prior to any such subdivision, combination, stock dividend,
reorganization or reclassification.
G. 		Conversion.
		(1)	The holders of the Series A Preferred Stock shall
have conversion rights as follows (the "Series A Preferred Stock Conversion
Rights"):
(a)	Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time and from
time to time, into such number of fully paid and nonassessable shares
of Common Stock as is determined by dividing $1,000, plus the amount of
any accrued and unpaid dividends the Corporation elects to pay in
Common Stock, by the Conversion Price (as defined below) in effect at
the time of conversion.  The Conversion Price at which shares of Common
Stock shall be deliverable upon conversion of Series A Preferred Stock
without the payment of additional consideration by the holder thereof
(the "Conversion Price") shall be the lower of (i) 110% of the average
Closing Bid Price of the shares of Common Stock for the five (5)
trading days prior to and including November 12, 1999 (as defined in
the Securities Purchase Agreement) or (ii) 80% of the average of the
three lowest Closing Bid Prices of the shares of Common Stock for the
twenty-five (25) trading days immediately preceding the Series A
Preferred Stock Conversion Date (as hereinafter defined).  For purposes
of these Articles of Amendment, the term "Closing Bid Price" means, for
any security as of any date, the closing bid price on the principal
securities exchange or trading market where the Common Stock is listed
or traded as reported by Bloomberg, L.P. ("Bloomberg") or, if
applicable, the closing bid price of the Common Stock in the over-the-
counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no closing bid price is reported for the
Common Stock by Bloomberg, then the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the
National Quotation Bureau, Inc.  If the Closing Bid Price of the Common
Stock can not be calculated on such date on any of the foregoing bases,
the Closing Bid Price of the Common Stock on such date shall be the
fair market value as determined by the holders of a majority of the
outstanding shares of Series A Preferred Stock being converted for
which the calculation of the Closing Bid Price is required in order to
determine the Conversion Price of such shares.  "Trading day" shall
mean any day on which the Corporation's Common Stock is traded for any
period on the principal securities exchange or other securities market
on which the Common Stock is then being traded. If, during any period
following November 23, 1999 (the "Original Issue Date"), as a result of
the occurrence of any of the events set forth in Section 3(f) or 3(g)
of the Registration Rights Agreement, dated as of November 23, 1999, by
and between the Corporation and the Purchaser set forth therein (the
"Registration Rights Agreement"), the Purchasers set forth therein are
not able to sell shares of Common Stock issuable upon conversion of, or
in lieu of dividends on, shares of Series A Preferred Stock pursuant to
a registration statement filed pursuant to such agreement, the holders
of shares of Series A Preferred Stock shall have the right, for any
purpose during such period and thereafter, to designate as the
Conversion Price any Conversion Price that would have been applicable
during such period had such Series A Preferred Stock shareholder
delivered a Notice of Conversion with respect to any such Series A
Preferred Stock.
	(b)	In the event that the Corporation's stock is
listed on the Nasdaq SmallCap or National Market, at any time that the
number of shares of Common Stock issued (A) upon conversion of the
Series A Preferred Stock and (B) in lieu of dividend payments on the
Series A Preferred Stock, shall equal 20% or more of the Corporation's
outstanding Common Stock (a "Common Stock Redemption Event"), the
Corporation shall (x) redeem, at a price per share equal to (A) the
quotient of (i) the Liquidation Preference per share of Series A
Preferred Stock plus all accrued but unpaid dividends on such shares of
Series A Preferred Stock and (ii) the Conversion Price as if the Series
A Preferred Stock had been converted on the Series A Preferred Stock
Redemption Date multiplied by (B) the average Closing Bid Price of
shares of Common Stock for the five (5) trading days immediately
preceding the Series A Preferred Stock Redemption Date, all of the
outstanding Series A Preferred Stock or (y) call a special meeting of
its stockholders for the purpose of approving the transactions
contemplated by the Securities Purchase Agreement, including the
issuance of the Series A Preferred Stock on the terms set forth
therein, together with any other approvals that shall be required so as
to cause the transactions contemplated by the Securities Purchase
Agreement to remain in compliance with the Rules and Regulations of The
Nasdaq Stock Market (including Rules 4300 and 4310 of Nasdaq's Non-
Qualitative Designation Criteria in connection with conversions of
Series A Preferred Stock; such approvals are referred to herein as the
"Required Approvals").  The Corporation shall determine within five (5)
business days following the receipt of a Notice of Conversion which of
such actions it shall take, and shall promptly furnish notice to each
of the holders of Series A Preferred Stock as to such determination,
including, if applicable, a notice of redemption.  In no event shall
the Corporation issue shares of Common Stock upon conversion of, or in
lieu of dividend payments on, the Series A Preferred Stock, after the
occurrence of a Common Stock Redemption Event until the Required
Approvals, if any, are obtained.
	(c)	If the Corporation elects to call a special
meeting of its stockholders pursuant to Subsection G(1)(b) of this
Certificate of Designations to obtain the Required Approvals, the
Corporation shall use its best efforts to obtain such Required
Approvals within thirty (30) days of the Initial Closing Date (such
thirty (30) day period is referred to herein as an "Approval Period").
If the Corporation does not obtain the Required Approvals within the
Approval Period and the Corporation receives a Notice of Conversion
after the termination of the Approval Period, the Corporation must
redeem, in accordance with this Subsection G of this Certificate of
Designations, any shares of Series A Preferred Stock outstanding after
the Corporation has issued in excess of 7,223,133 shares of Common
Stock in connection with conversions of the Series A Preferred Stock.
	(d)	If the Corporation elects, pursuant to this
Subsection G, to redeem the Series A Preferred Stock on the occurrence
of a Common Stock Redemption Event, it shall redeem such Series A
Preferred Stock at the price determined in accordance with Subsection
G(1)(b) of this Certificate of Designations.  If the Corporation shall
have elected, pursuant to this Subsection G(1), to obtain the Required
Approvals but shall not have done so by the later of the occurrence of
the Common Stock Redemption Event or the expiration of the Approval
Period, it shall furnish a redemption notice to the Purchaser within
three (3) business days after the expiration of the Approval Period.
(2)	The Series A Preferred Stock Conversion Rights shall
be exercised as follows:
(a)		The Corporation will permit each holder
of Series A Preferred Stock to exercise its right to convert the Series
A Preferred Stock by faxing an executed and completed notice of
conversion (the "Notice of Conversion") to the Corporation, and
delivering within four (4) business days thereafter, the original
Notice of Conversion (and the certificates representing the related
shares of Series A Preferred Stock) to the Corporation by hand delivery
or by express courier, duly endorsed.  Each date on which a Notice of
Conversion is faxed in accordance with the provisions hereof shall be
deemed a "Series A Preferred Stock Conversion Date."  The Corporation
will transmit the certificates representing the Common Stock issuable
upon conversion of the Series A Preferred Stock (together with
certificates representing the related shares of Series A Preferred
Stock not so converted and, if applicable, a check representing any
fraction of a share not converted) to such holder via express courier
as soon as practicable, but in all events no later than (the "Delivery
Date") four (4) business days after the Series A Preferred Stock
Conversion Date.  For purposes of this Certificate of Designations,
such conversion of the Series A Preferred Stock shall be deemed to have
been made immediately prior to the close of business on the Series A
Preferred Stock Conversion Date.
(b)		In lieu of delivering physical
certificates representing the Common Stock issuable upon the conversion
of the Series A Preferred Stock, provided that the Corporation's
transfer agent is participating in the Depository Trust Corporation
("DTC") Fast Automated Securities Transfer program, on the written
request of a holder of Series A Preferred Stock who shall have
previously instructed such holder's prime broker to confirm such
request to the Corporation's transfer agent, the Corporation shall use
its best efforts to cause its transfer agent to electronically transmit
such Common Stock to such holder by crediting the account of the
holder's prime broker with DTC through its Deposit Withdrawal Agent
Commission system no later than the applicable Delivery Date.
(c)		The Corporation will at all times have
authorized and reserved for the purpose of issuance a sufficient number
of shares of Common Stock to provide for the conversion of the Series A
Preferred Stock.  The Corporation will use its best efforts at all
times to maintain a number of shares of Common Stock so reserved for
issuance that is no less than the sum of (i) one and one-half (1.5)
times the number that would then actually be issuable upon the
conversion of five thousand (5,000) shares of Series A Preferred Stock
and (ii) the exercise of the Initial Warrants and the Additional
Warrants (each as defined in the Securities Purchase Agreement).
Before taking any action which would cause an adjustment reducing the
Conversion Price below the established par value of the shares of
Common Stock issuable upon conversion of the Series A Preferred Stock,
the Corporation shall take any corporate action which may, in the
opinion of its counsel or in the opinion of counsel to holders of the
Series A Preferred Stock, be necessary in order that the Corporation
may validly and legally issue fully paid and nonassessable shares of
Common Stock at such adjusted Conversion Price.
(3)	In the event of a liquidation of the Corporation, the
Series A Preferred Stock Conversion Rights shall terminate at the close of
business on the first full day preceding the date fixed for the payment of
any amounts distributable on liquidation to the holders of the Series A
Preferred Stock.
		(4)	If the conversion is in connection with an
underwritten offer of securities registered pursuant to the Securities Act of
1933, as amended, the conversion may, at the option of any holder tendering
Series A Preferred Stock for conversion, be conditioned upon the closing with
the underwriter of the sale of securities pursuant to such offering, in which
event the person(s) entitled to receive the Common Stock issuable upon such
conversion of the Series A Preferred Stock shall not be deemed to have
converted such Series A Preferred Stock until immediately prior to the
closing of the sale of securities.
		(5)	At no time shall any holder of the Series A Preferred
Stock convert such amount of Series A Preferred Stock as shall result in such
Purchaser's ownership, after such conversion, exceeding 9.9% of the
Corporation's outstanding Common Stock.
		(6)	No fractional shares of Common Stock shall be issued
upon conversion of the Preferred Stock.  In lieu of fractional shares, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective and applicable Conversion Price.
		(7)	The Corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed under this Certificate of
Designations by the Corporation, but will at all times in good faith assist
in the carrying out of all the provisions of this Certificate of Designations
and in the taking of all such action as may be necessary or appropriate in
order to protect the Series A Preferred Stock Conversion Rights of the
holders of the Series A Preferred Stock against impairment.
		(8)	In the event (a) that the Corporation declares a
dividend (or any other distribution) on its Common Stock payable in Common
Stock or other securities of the Corporation, (b) that the Corporation
subdivides or combines its outstanding shares of Common Stock, (c) of any
reclassification of the Common Stock of the Corporation (other than a
subdivision or combination of its outstanding shares of Common Stock or a
stock dividend or stock distribution thereon), (d) of any consolidation or
merger of the Corporation into or with another corporation, (e) of the sale
of all or substantially all of the assets of the Corporation, or (f) of the
involuntary or voluntary dissolution, liquidation or winding up of the
Corporation, then the Corporation shall cause to be filed at its principal
office or at the office of the transfer agent of the Series A Preferred
Stock, and shall cause to be mailed to each holder of the Series A Preferred
Stock at their last address as shown on the records of the Corporation or
such transfer agent, at least ten (10) days prior to the record date
specified in (i) below or twenty (20) days before the date specified in (ii)
below, a notice stating
(i)	the record date of such dividend,
distribution, subdivision or combination, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution, subdivision or combination are
to be determined, or

(ii)	the date on which such reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale,
dissolution or winding up.

H.	Sinking Fund.  There shall be no sinking fund for the
payment of dividends, or liquidation preferences on the Series A Preferred
Stock or the redemption of any shares thereof.

I.	Redemption Events.  In case one or more of the following
events, each a redemption event, shall have occurred:

	(a)	If the Corporation fails to have a registration
statement effective within one hundred eighty (180) days of the date of
the Stock Purchase Agreement, at the option of the Purchaser, the
Corporation shall redeem the outstanding shares of Series A Preferred
Stock at a redemption price of one hundred twenty-five percent (125%)
of the Stated Value per share plus accrued and unpaid dividends
thereon, if any; or

	(b)	failure to deliver the shares of Common Stock
required to be delivered upon conversion of the shares of Series A
Preferred Stock in the manner and at the time required by Section 5 of
the Securities Purchase Agreement; or

	(c)	failure of the Corporation to have authorized
the number of shares of Common Stock issuable upon conversion of the
shares of Series A Preferred Stock or exercise of the Stock Purchase
Warrants (as defined in the Securities Purchase Agreement), including
conversion of any shares of Series A Preferred Stock or exercise of any
Stock Purchase Warrants, issuable upon conversion of the Conditional
Warrant (as defined in the Securities Purchase Agreement); or

	(d)	failure on the part of the Corporation to duly
observe or perform any of the provisions of this Certificate of
Designations or any of its other covenants or agreements contained in
the Securities Purchase Agreement, or to cure any material breach in a
material representation or covenant contained in the Securities
Purchase Agreement or the Registration Rights Agreement for a period of
ten (10) days after the date on which written notice of such failure or
breach requiring the same to be remedied has been given by a registered
holder of shares of Series A Preferred Stock to the Corporation; or
	(e)	a decree or order by a court having
jurisdiction has been entered adjudging the Corporation (or any
Material Subsidiary) a bankrupt or insolvent, or approving a petition
seeking reorganization of the Corporation (or any Material Subsidiary)
under any applicable bankruptcy law and such decree or order has
continued undischarged or unstayed for a period of sixty (60) days; or
a decree or order of a court having jurisdiction for the appointment of
a receiver or liquidator or trustee or assignee in bankruptcy or
insolvency of the Corporation (or any Material Subsidiary) or of all or
substantially all of its property, or for the winding-up or liquidation
of its affairs, has been entered, and has remained in force
undischarged or unstayed for a period of sixty (60) days; or
	(f)	the Corporation (or any Material Subsidiary)
institutes proceedings to be adjudicated a voluntary bankrupt, or
consents to the filing of a bankruptcy proceeding against it, or files
a petition or answer or consent seeking reorganization under applicable
law, or consents to the filing of any such petition or to the
appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of it or of all or substantially all of its
property, or makes an assignment for the benefit of creditors, or
admits in writing its inability to pay its debts generally as they
become due; or if the Corporation (or any Material Subsidiary) shall
suffer any writ of attachment or execution or any similar process to be
issued or levied against it or any significant part of its property
which is not released, stayed, bonded or vacated within sixty (60) days
after its issue or levy; or if the Corporation (or any Material
Subsidiary) takes corporate action in furtherance of any of the
aforesaid purposes or conditions; or

	(g)	If any default shall occur under any indenture,
mortgage, agreement, instrument or commitment evidencing or under which
there is at the time outstanding any indebtedness of the Corporation
(or a Material Subsidiary, as hereinafter defined), in excess of
$50,000, or which results in such indebtedness, in an aggregate amount
(with other defaulted indebtedness) in excess of $50,000 becoming due
and payable prior to its due date and if such indenture or instrument
so requires, the holder or holders thereof (or a trustee on their
behalf) shall have declared such indebtedness due and payable; or
	(h)	If any of the Corporation or its subsidiaries
shall default in the observance or performance of any material term or
provision of a material agreement to which it is a party or by which it
is bound, and such default is not waived or cured within the applicable
grace period; or

	(i)	If a final judgment which, either alone or
together with other outstanding final judgments against the Corporation
and its subsidiaries, exceeds an aggregate of $50,000 shall be rendered
against the Corporation (or any Material Subsidiary) and such judgment
shall have continued undischarged or unstayed for thirty (30) days
after entry thereof; or

(j)	If there shall occur a Change in Control of the
Corporation (as defined below).  Nothing in this subsection shall limit
the right of a holder of Series A Preferred Stock to convert their
shares of Series A Preferred Stock on or prior to such Change in
Control.  For purposes hereof, a "Change in Control" shall be deemed to
have occurred if (A) any person or group (as defined for purposes of
Regulation 13D of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) shall have become the beneficial owner or owners of
more than 50% of the outstanding voting stock of the Corporation; (B)
there shall have occurred a merger or consolidation in which the
Corporation or an affiliate of the Corporation is not the survivor or
in which holders of the Common Stock of the Corporation shall have
become entitled to receive cash, securities of the Corporation other
than voting common stock or securities of any other person; (C) at any
time persons constituting the Existing Board of Directors cease for any
reason whatsoever to constitute at least a majority of the members of
the Board of Directors of the Corporation; or (D) there shall have
occurred a sale of all or substantially all the assets of the
Corporation.  For purposes hereof, the term "Existing Board of
Directors" shall mean the persons constituting the Board of Directors
of the Corporation on the date hereof, together with each new director
whose election, or nomination for election by the Corporation's
stockholders is approved by a vote of the majority of the members of
the Existing Board of Directors who are in office immediately prior to
the election or nomination of such director.

then, and in each and every such case, so long as
such redemption event has not been remedied, the holders of not less
than fifty-one percent (51%) of the shares of Series A Preferred Stock
then outstanding, by notice in writing to the Corporation (the date of
such notice the "Redemption Notice Date"), may demand that the
Corporation redeem, and the Corporation shall redeem, each share of
Series A Preferred Stock then outstanding at a price per share equal to
one hundred twenty-five percent (125%) of the sum of (x) the Stated
Value and (y) the aggregate accrued and unpaid dividends on such
Redemption Notice Date
For purposes of this Section I "Material Subsidiary" means any
subsidiary with respect to which the Corporation has directly or indirectly
invested, loaned, advanced or guaranteed the obligations of, an aggregate
amount exceeding fifteen percent (15% ) of the Corporation's gross assets, or
the Corporation's proportionate share of the assets or net income of which
(based on the subsidiary's most recent financial statements) exceed fifteen
percent (15%) of the Corporation's gross assets or net income, respectively,
or the gross revenues of which exceed fifteen percent (15%) of the gross
revenues of the Corporation based upon the most recent financial statements
of such subsidiary and the Corporation.
		J.	Amendment.  This Certificate of Designations constitutes an
agreement between the Corporation and the holders of the Series A Preferred
Stock.  The Corporation shall not amend this Certificate of Designations or
alter or repeal the preferences, rights, powers or other terms of the Series
A Preferred Stock so as to affect adversely the Series A Preferred Stock,
without the written consent or affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the then outstanding shares of
Series A Preferred Stock, given in writing or by vote at a meeting,
consenting or voting (as the case may be) separately as a class.



IN WITNESS WHEREOF, LMKI Inc., has caused its corporate seal to
be hereunto affixed and this certificate to be signed by __________, its
President, and attested by ___________, its Secretary, this _____ day of
November, 1999.

					LMKI INC.

By: ______________________________
     	Name:
 	Title:


Attest:

By:
      Name:
      Title: