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                                                               Exhibit 10.39

                           NETWORK EVENT THEATER, INC.


                           CERTIFICATE OF DESIGNATION
                                       OF
                              SERIES A CONVERTIBLE
                                 PREFERRED STOCK


                (Pursuant to Section 151 of the Delaware General
                                Corporation Law)




                  We, Harlan D. Peltz and Bruce L. Resnik, the Chairman and the
Secretary, respectively, of Network Event Theater, Inc., a Delaware corporation
(the "Corporation"), in accordance with the provisions of Section 103 of the
Delaware General Corporation Law (the "DGCL") do hereby certify that, in
accordance with Section 141(c) of the DGCL, the following resolution was duly
adopted by the Board of Directors of the Corporation on December 10, 1999:

                  RESOLVED, that a series of Preferred Stock, par value $.01 per
share, of the Corporation is hereby created and the designation, number of
shares, powers, preferences, rights, qualifications, limitations and
restrictions thereof (in addition to any provisions set forth in the Certificate
of Incorporation of the Corporation which are applicable to the preferred stock
of all classes and series) are as follows:

                      SERIES A CONVERTIBLE PREFERRED STOCK

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Convertible Preferred Stock" (the "Series A
Convertible Preferred Stock"), and the number of shares constituting the Series
A Convertible Preferred Stock shall be 1,000,000.

                  Section 2. Stated Capital. The amount to be represented in
stated capital at all times for each share of Series A Convertible Preferred
Stock shall be $.01.


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                  Section 3. Dividends. The holders of shares of Series A
Convertible Preferred Stock shall be entitled to receive dividends, prior and in
preference to any declaration or payment of any dividend on the Common Stock of
this Corporation, at the annual rate of $1.92 per share of Series A Convertible
Preferred Stock (as adjusted for any stock dividends, splits or combinations
with respect to such shares), to accrue quarterly (and prorated for periods of
less than a calendar quarter) on the last day of each calendar quarter,
commencing with the quarter beginning on October 1, 2000. Such dividends shall
accrue ("Accrued Dividends") on each share from October 1, 2000, and shall
accrue from day to day, whether or not earned or declared. Such dividends shall
be cumulative for all periods so that if such dividends in respect of any
previous or current annual dividend period, at the annual rate specified above,
shall not have been paid, the deficiency shall first be fully paid before any
dividend or other distribution shall be paid on or declared and set apart for
the Common Stock.

                  Section 4. Liquidation Preference. In the event of a
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of Series A Convertible Preferred Stock shall be
entitled to receive out of the assets of the Corporation, whether such assets
constitute stated capital or surplus of any nature, a sum equal to $24.00 per
share plus accrued and unpaid dividends (the "Liquidation Preference"), and no
more, before any payment shall be made or any assets distributed to the holders
of common stock, par value $.01 per share, of the Corporation ("Common Stock")
or any other class or series of the Corporation's capital stock ranking junior
as to liquidation rights to the Series A Convertible Preferred Stock
(collectively, the "Junior Liquidation Stock"); provided, however, that such
rights shall accrue to the holders of Series A Convertible Preferred Stock only
if the Corporation's payments with respect to the liquidation preference of the
holders of any capital stock of the Corporation ranking senior as to liquidation
rights to the Series A Convertible Preferred Stock (the "Senior Liquidation
Stock") are fully met. After the liquidation preferences of the Senior
Liquidation Stock are fully met, the entire assets of the Corporation available
for distribution shall be distributed ratably among the holders of the Series A
Convertible Preferred Stock and any other class or series of the Corporation's
capital stock which may hereafter be created having parity as to liquidation
rights with the Series A Convertible Preferred Stock in proportion to the
respective preferential amounts to which each is entitled (but only to the
extent of such preferential amounts). Neither a consolidation or merger of the
Corporation with another corporation nor a sale or transfer of all or part of
the Corporation's assets for cash, securities or other property will be
considered a liquidation, dissolution or winding up of the Corporation.


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                  Section 5.  Redemption.

                  (a) If by October 1, 2000 the transactions contemplated by the
agreement and plan of merger dated June 28, 1999 among the Corporation, Common
Places, LLC, YouthStream Media Networks, Inc., Nunet, Inc., Nucommon, Inc.,
Harlan D. Peltz, Benjamin Bassi, William Townsend and Mark Palmer (the "Merger
Agreement") are not consummated and if approval by the stockholders of the
Corporation of the issuance of shares of Common Stock in connection with the
conversion of shares of Series A Convertible Preferred Stock has not been
obtained, then, at any time after October 1, 2000 the Corporation may redeem for
cash, out of funds legally available therefor, all of the shares of Series A
Convertible Preferred Stock then outstanding at a price equal to the greater of
(i) the average Closing Price per share of Common Stock for the last 10 trading
days before the day the Corporation gives notice of redemption of the shares of
Series A Convertible Preferred Stock or (ii) $24.00 per share, subject to
adjustment for any stock dividends, splits or combinations with respect to such
shares (the "Redemption Price").

                  (b) Not more than 60 nor less than 30 days prior to any
redemption date, notice by first class mail, postage prepaid, shall be given to
the holders of record of the Series A Convertible Preferred Stock to be
redeemed, addressed to such stockholders at their last addresses as shown on the
books of the Corporation. Each such notice of redemption shall specify the date
fixed for redemption, the redemption price, the place or places of payment, and
that payment will be made upon presentation and surrender of the shares of
Series A Convertible Preferred Stock.

                  (c) Any notice which is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the holder of the
Series A Convertible Preferred Stock receives such notice; and failure to give
such notice by mail, or any defect in such notice, to the holders of any shares
designated for redemption shall not affect the validity of the proceedings for
the redemption of any other shares of Series A Convertible Preferred Stock. On
or after the date fixed for redemption as stated in such notice, each holder of
the shares called for redemption shall surrender the certificate (or
certificates) evidencing such shares to the Corporation at the place designated
in such notice and shall thereupon be entitled to receive payment of the
Redemption Price. If, on the date fixed for redemption, funds necessary for the
redemption shall be available therefor and shall have been irrevocably deposited
or set aside, then, notwithstanding that the certificates evidencing any shares
so called for redemption shall not have been surrendered, the shares shall no
longer be deemed outstanding, the holders thereof shall cease to be
stockholders, and all rights whatsoever with respect to the shares so called for
redemption (except the right of the holders to receive the Redemption


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Price, without interest, upon surrender of their certificates therefor) shall
terminate. Any monies deposited by the Corporation pursuant to the foregoing
provision and unclaimed at the end of one year from the date fixed for
redemption shall, to the extent permitted by law, be returned to the
Corporation, after which the holders of shares of Series A Convertible Preferred
Stock so called for redemption shall look only to the Corporation for the
payment thereof. Shares of Series A Convertible Preferred Stock redeemed by the
Corporation shall be restored to the status of authorized but unissued shares of
preferred stock of the Corporation, pursuant to Section 243 of the DGCL, without
designation as to series, and may thereafter be reissued, but not as shares of
Series A Convertible Preferred Stock.

                  Section 6. No Sinking Fund. The shares of Series A Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement
or sinking fund.

                  Section 7.  Conversion.

                  (a) Upon the consummations of the transactions contemplated by
the Merger Agreement or the approval by the stockholders of the Corporation of
the issuance of shares of Common Stock in connection with the conversion of
shares of Series A Convertible Preferred Stock, the Series A Convertible
Preferred Stock shall automatically convert into fully paid and nonassessable
shares of Common Stock and such other securities and property as hereinafter
provided. Each share of Series A Convertible Preferred Stock shall be
convertible at the office of any transfer agent for the Series A Convertible
Preferred Stock, and at such other office or offices, if any, as the Board of
Directors may designate, into that number of fully paid and nonassessable shares
of Common Stock (calculated as to each conversion to the nearest 1/100th of a
share) as shall be equal to the Conversion Rate, determined as hereinafter
provided, in effect at the time of conversion. Shares of Series A Convertible
Preferred Stock may initially be converted into full shares of Common Stock at
the rate of one share of Common Stock for each share of Series A Convertible
Preferred Stock subject to adjustment as hereinafter provided (the "Conversion
Rate"). Notwithstanding anything in this Section 7 to the contrary, no change in
the Conversion Rate shall actually be made until the cumulative effect of the
adjustments called for by this Section 7 since the date of the last change in
the Conversion Rate would change the Conversion Rate by more than 1%. However,
once the cumulative effect would result in such a change, the Conversion Rate
shall actually be changed to reflect all adjustments called for by this Section
7 and not previously made.

                  (b) Upon conversion, the holders of Series A Convertible
Preferred Stock shall surrender for conversion to the Corporation or its agent,
as provided above, certificates representing shares to be converted, duly
endorsed in blank or


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accompanied by proper instruments of transfer. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery upon conversion of shares of Common
Stock or other securities or property in a name other than that of the holder of
the shares of the Series A Convertible Preferred Stock being converted, and the
Corporation shall not be required to issue or deliver any such shares or other
securities or property unless and until the person or persons requesting the
issuance thereof shall have paid to the Corporation the amount of any such tax
or shall have established to the satisfaction of the Corporation that such tax
has been paid.

                  (c) The Corporation (and any successor corporation) shall take
all action necessary so that a number of shares of the authorized but unissued
Common Stock (or common stock in the case of any successor corporation)
sufficient to provide for the conversion of the Series A Convertible Preferred
Stock outstanding upon the basis hereinbefore provided are at all times reserved
by the Corporation (or any successor corporation), free from preemptive rights,
for such conversion, subject to the provisions of Section 7(d). If the
Corporation shall issue any securities or make any change in its capital
structure which would change the number of shares of Common Stock into which
each share of the Series A Convertible Preferred Stock shall be convertible as
herein provided, the Corporation shall at the same time also make proper
provision so that thereafter there shall be a sufficient number of shares of
Common Stock authorized and reserved, free from preemptive rights, for
conversion of the outstanding Series A Convertible Preferred Stock on the new
basis.

                  (d) In case of any consolidation or merger of the Corporation
with any other corporation (other than a wholly-owned subsidiary of the
Corporation and other than pursuant to the Merger Agreement) in which the
Corporation is not the surviving corporation, or in case of any sale or transfer
of all or substantially all of the assets of the Corporation, or in the case of
any share exchange pursuant to which all of the outstanding shares of Common
Stock are converted into other securities or property, the Corporation shall
make appropriate provision or cause appropriate provision to be made so that
each holder of shares of Series A Convertible Preferred Stock then outstanding
shall have the right thereafter to convert such shares of Series A Convertible
Preferred Stock into the kind and amount of shares of stock and other securities
and property receivable upon such consolidation, merger, sale, transfer or share
exchange by a holder of the number of shares of Common Stock into which such
shares of Series A Convertible Preferred Stock could have been converted
immediately prior to the effective date of such consolidation, merger, sale,
transfer or share exchange. If, in connection with any such consolidation,
merger, sale, transfer or share exchange, each holder of shares of Common Stock
is entitled to elect to receive either securities, cash or other assets upon
completion of such transaction, the Corporation shall provide or cause


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to be provided to each holder of Series A Convertible Preferred Stock the right
to elect the securities, cash or other assets into which the Series A
Convertible Preferred Stock held by such holder shall be convertible after
completion of any such transaction on the same terms and subject to the same
conditions applicable to holders of the Common Stock (including, without
limitation, notice of the right to elect, limitations on the period in which
such election shall be made and the effect of failing to exercise the election).
The Corporation shall not effect any such transaction unless the provisions of
this Section 7(d) have been complied with. The above provisions shall similarly
apply to successive consolidations, mergers, sales, transfers or share
exchanges.

                  (e) Upon the surrender of certificates representing shares of
Series A Convertible Preferred Stock, the person converting shall be deemed to
be the holder of record of the Common Stock issuable upon such conversion, and
all rights with respect to the shares surrendered shall forthwith terminate
except the right to receive the Common Stock or other securities, cash or other
assets as herein provided.

                  (f) No fractional shares of Common Stock shall be issued upon
conversion of Series A Convertible Preferred Stock but, in lieu of any fraction
of a share of Common Stock which would otherwise be issuable in respect of the
aggregate number of such shares surrendered for conversion at one time by the
same holder, the Corporation shall pay in cash an amount equal to the product of
(i) the Closing Price (as hereinafter defined) of a share of Common Stock on the
last trading day before the conversion date and (ii) such fraction of a share.
The "Closing Price" for each day shall be the last reported sales price regular
way or, in case no sale takes place on such day, the average of the closing bid
and asked prices regular way on such day, in either case as reported on The New
York Stock Exchange Composite Tape, or, if the Common Stock is not listed or
admitted to trading on such Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities exchange, on the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
National Market System, or, if not admitted for quotation on the NASDAQ National
Market System, the average of the high bid and low asked prices on such day as
recorded by the National Association of Securities Dealers, Inc. through NASDAQ,
or, if the National Association of Securities Dealers, Inc. through NASDAQ shall
not have reported any bid and asked prices for the Common Stock on such day, the
average of the bid and asked prices for such day as furnished by any New York
Stock Exchange member firm selected from time to time by the Corporation for
such purpose, or, if no such bid and asked prices can be obtained from any such
firm, the fair market value of one share of Common Stock on such day as
determined in good faith by


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the Board of Directors.  Such determination by the Board of Directors shall be
conclusive.

                  (g) The Conversion Rate shall be adjusted from time to time
under certain circumstances, subject to the provisions of the last two sentences
of Section 7(a), as follows:

                  (i) In case the Corporation shall (A) pay a dividend or make a
         distribution on its Common Stock in shares of its capital stock, (B)
         subdivide its outstanding Common Stock into a greater number of shares,
         (C) combine the shares of its outstanding Common Stock into a smaller
         number of shares, or (D) issue by reclassification of its Common Stock
         any shares of its capital stock, then in each such case the Conversion
         Rate in effect immediately prior thereto shall be proportionately
         adjusted so that the holder of any Series A Convertible Preferred Stock
         thereafter surrendered for conversion shall be entitled to receive, to
         the extent permitted by applicable law, the number and kind of shares
         of capital stock of the Corporation which it would have owned or have
         been entitled to receive after the happening of such event had such
         Series A Convertible Preferred Stock been converted immediately prior
         to the record date for such event (or if no record date has been
         established in connection with such event, the effective date for such
         action). An adjustment pursuant to this Section 7(g)(i) shall become
         effective immediately after the record date in the case of a stock
         dividend or distribution and shall become effective immediately after
         the effective date in the case of a subdivision, combination, or
         reclassification.

                  (ii) In case the Corporation shall issue rights or warrants to
         all holders of the Common Stock entitling such holders to subscribe for
         or purchase Common Stock on the record date referred to below at a
         price per share less than the average daily Closing Prices of the
         Common Stock on the 30 consecutive business days commencing 45 business
         days before the record date (the "Current Market Price"), then in each
         such case the Conversion Rate in effect on such record date shall be
         adjusted in accordance with the formula

                  c/1 = c x  O + N
                            ---------
                            O + N x P
                                -----
                                  M

where

         c/1 = the adjusted Conversion Rate.


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         C   =  the current Conversion Rate.

         O   =  the number of shares of Common Stock outstanding on the record
                date.

         N   =  the number of additional shares of Common Stock issuable
                pursuant to the exercise of such rights or warrants.

         P   =  the offering price per share of the additional shares.

         M   =  the Current Market Price per share of Common Stock on the
                record date.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or warrants. If
any or all such rights or warrants are not so issued or expire or terminate
before being exercised, the Conversion Rate then in effect shall be readjusted
appropriately.

                  (iii) In case the Corporation shall, by dividend or otherwise,
         distribute to all holders of its Junior Stock (as hereinafter defined)
         evidences of its indebtedness or assets (including securities, but
         excluding any warrants or subscription rights referred to in Section
         7(g)(ii) above, any dividend or distribution paid in cash out of the
         retained earnings of the Corporation and any dividend or distribution
         referred to in Section 7(g)(i) above), then in each such case the
         Conversion Rate then in effect shall be adjusted in accordance with the
         formula

                  c/1 = c x M
                           ---
                           M-F

where

         c/1 =   the adjusted Conversion Rate.

         C   =   the current Conversion Rate.

         M   =   the Current Market Price per share of Common Stock with
                 respect to the record date mentioned below.

         F   =   the aggregate amount of such cash dividend and/or the fair
                 market value on the record date of the assets or securities to
                 be distributed divided by the number of shares of Common Stock
                 outstanding on the


                                       -8-

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                  record date. The Board of Directors shall determine such fair
                  market value, which determination shall be conclusive.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.
For purposes of this Section 7(g)(iii), "Junior Stock" shall include any class
of capital stock ranking junior or pari passu as to dividends or upon
liquidation to the Series A Convertible Preferred Stock.

                  (iv) All calculations hereunder shall be made to the nearest
         cent or to the nearest 1/100 of a share, as the case may be.

                  (v) If at any time as a result of an adjustment made pursuant
         to Section 7(g)(i), the holder of any Series A Convertible Preferred
         Stock thereafter surrendered for conversion shall become entitled to
         receive securities, cash, or assets other than Common Stock, the number
         or amount of such securities or property so receivable upon conversion
         shall be subject to adjustment from time to time in a manner and on
         terms as nearly equivalent as practicable to the provisions with
         respect to the Common Stock contained in Section 7(g)(i) to (iv),
         inclusive, above.

                  (h) Except as otherwise provided above in this Section 7, no
         adjustment in the Conversion Rate shall be made in respect of any
         conversion for share distributions or dividends theretofore declared
         and paid or payable on the Common Stock.

                  (i) Whenever the Conversion Rate is adjusted as herein
provided, the Corporation shall send to each transfer agent for the Series A
Convertible Preferred Stock and the Common Stock, and to the principal
securities exchange, if any, on which the Series A Convertible Preferred Stock
and the Common Stock is traded, or the NASDAQ National Market System if the
Series A Convertible Preferred Stock or Common Stock is admitted for quotation
thereon, a statement signed by the Chairman of the Board, the President, or any
Vice President of the Corporation and by its Treasurer or its Secretary or
Assistant Secretary stating the adjusted Conversion Rate determined as provided
in this Section 7, and any adjustment so evidenced, given in good faith, shall
be binding upon all stockholders and upon the Corporation. Whenever the
Conversion Rate is adjusted, the Corporation will give notice by mail to the
holders of record of Series A Convertible Preferred Stock, which notice shall be
made within 45 days after the effective date of such adjustment and shall state
the adjustment and the Conversion Rate. Notwithstanding the foregoing notice
provisions, failure by the Corporation to give such notice or a defect in such
notice shall not affect the binding nature of such corporate action of the
Corporation.


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<PAGE>


                  (j) Whenever the Corporation shall propose to take any of the
actions specified in Section 7(d) or in Section 7(g)(i), (ii) or (iii) which
would result in any adjustment in the Conversion Rate under this Section 7, the
Corporation shall cause a notice to be mailed at least 30 days prior to the date
on which the books of the Corporation will close or on which a record will be
taken for such action, to the holders of record of the outstanding Series A
Convertible Preferred Stock on the date of such notice. Such notice shall
specify the action proposed to be taken by the Corporation and the date as of
which holders of record of the Common Stock shall participate in any such
actions or be entitled to exchange their Common Stock for securities or other
property, as the case may be. Failure by the Corporation to mail the notice or
any defect in such notice shall not affect the validity of the transaction.

                  (k) Notwithstanding any other provision of this Section 7, no
adjustment in the Conversion Rate need be made (i) for a transaction referred to
in Section 7(g)(i), (ii) or (iii) if holders of Series A Convertible Preferred
Stock are to participate in the transaction or distribution on a basis and with
notice that the Board of Directors determines such transaction to be fair to the
holders of the Series A Convertible Preferred Stock and appropriate in light of
the basis on which holders of Common Stock or, in the case of a transaction
referred to in Section 7(g)(iii), holders of Junior Stock participate in the
transaction; (b) for sales of Common Stock pursuant to a plan for reinvestment
of dividends and interest, provided that the purchase price in any such sale is
at least equal to the fair market value of the Common Stock at the time of such
purchase, or pursuant to any plan adopted by the Corporation for the benefit of
its employees, directors or consultants; (c) for a change in par value of the
Common Stock not involving a subdivision or combination described in Section
7(g)(i)(B) or 7(g)(i)(C); or (d) after the Series A Convertible Preferred Stock
becomes convertible into cash (no interest shall accrue on the cash).

                  Section 8. Voting Rights. Except as otherwise expressly
provided herein or as required by law, the holders of Series A Convertible
Preferred Stock and the holders of Common Stock shall vote together and not as
separate classes. The holder of each share of Series A Convertible Preferred
Stock shall have the right to one vote for each share of Common Stock into which
such share of Series A Convertible Preferred Stock could then be converted, and,
with respect to such vote, such holder shall have full voting rights and powers
equal to the voting rights and powers of the holders of Common Stock, and shall
be entitled, notwithstanding and provisions hereof, to notice of any
stockholders' meeting in accordance with the By-Laws of the Corporation, and
shall be entitled to vote, together with holders of Common Stock, with respect
to any question on which holders of Common Stock have the right to vote.


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                  The affirmative vote or consent of the holders of at least a
majority of the outstanding shares of the Series A Convertible Preferred Stock,
voting separately as a class, will be required for any amendment, alteration or
repeal, whether by merger or consolidation or otherwise, of the Corporation's
Certificate of Incorporation if the amendment, alteration, or repeal materially
and adversely affects the powers, preferences or special rights of the Series A
Convertible Preferred Stock; provided, however, that any increase in the
authorized preferred stock of the Corporation or the creation and issuance of
any other capital stock of the Corporation ranking senior to, on a parity with,
or junior to the Series A Convertible Preferred Stock shall not be deemed to
affect materially and adversely such powers, preferences, or special rights.
Such right of the holders of Series A Convertible Preferred Stock to vote as
hereinabove provided may be exercised at any annual meeting or at any special
meeting called for such purpose as hereinafter provided or at any adjournment
thereof.

                  Section 9. Outstanding Shares. For purposes of this
Certificate of Designation, all shares of Series A Convertible Preferred Stock
shall be deemed outstanding except (i) from the date fixed for redemption
pursuant to Section 5 hereof, all shares of Series A Convertible Preferred Stock
which have been so called for redemption under Section 5, if funds necessary for
the redemption of such shares are available; (ii) from the date of automatic
converstion, all shares of Series A Convertible Preferred Stock converted into
Common Stock; and (iii) from the date of registration of transfer, all shares of
Series A Convertible Preferred Stock held of record by the Corporation or any
subsidiary of the Corporation.

                  IN WITNESS WHEREOF, Network Event Theater, Inc. has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
Harlan D. Peltz, its Chairman, and attested by Bruce L. Resnik, its Secretary,
this ____ day of December, 1999.

                                             NETWORK EVENT THEATER, INC.

                                             By
                                             -----------------------------------
                                                  Harlan D. Peltz
                                                  Chairman

Attest:

By _________________________________
    Bruce L. Resnik
    Secretary


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<PAGE>


                  Each of the undersigned, the Chairman and the Secretary,
respectively, of Network Event Theater, Inc., a Delaware corporation, declares
under penalty of perjury that the matters set forth in this certificate are true
and correct of his own knowledge.

                  Executed at _______________ on December ___, 1999.


                                             -----------------------------------
                                             Harlan D. Peltz
                                             Chairman


                                             -----------------------------------
                                             Bruce L. Resnik
                                             Secretary


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