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                                                                    EXHIBIT 3.1b


                               CAFE ODYSSEY, INC.

                          CERTIFICATE OF DESIGNATION OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

         Pursuant to Section 401(3)(b) of the Business Corporation Act of the
State of Minnesota, CAFE ODYSSEY, INC. (the "Company"), a corporation organized
and existing under the Business Corporation Act of the State of Minnesota, does
hereby certify that pursuant to the authority conferred upon the Board of
Directors of the Company by the Articles of Incorporation of the Company, and in
accordance with the provisions of Section 401(3)(a) of the Business Corporation
Act of the State of Minnesota, the Board of Directors of the Company as of June
17, 1999, adopted the following resolution creating a series of preferred stock
designated as Series B Convertible Preferred Stock:

         RESOLVED: That pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of its Articles of
Incorporation, as amended, a series of preferred stock, $.01 par value, to be
titled the "Series B Convertible Preferred Stock" (the "Preferred Shares") of
the Company is hereby created and designated. The number of shares of Preferred
Shares shall be 5,000 shares. The voting powers, preferences and relative,
participating, optional and other special rights of the Preferred Shares, and
the qualifications, limitations and restrictions thereof, are as follows:

         1. Designation. The series of preferred stock established hereby shall
be designated the "Series B Convertible Preferred Stock" (and shall be referred
to herein as the "Preferred Shares") and the authorized number of Preferred
Shares shall be 5,000.

         2. Voting Rights. Each holder of Preferred Shares shall have one vote
on all matters submitted to the holders of common stock for each share of common
stock into which such Preferred Shares would be converted if converted as of the
date of such vote. In addition, without the affirmative vote of the holders
(acting together as a class) of at least a majority of Preferred Shares at the
time outstanding given in person or by proxy at any annual or special meeting,
or, if permitted by law, in writing without a meeting, the Company shall not
alter, change or amend the preferences or rights of the Preferred Shares.

         3. Dividends. In the event that the Company declares or pays any
dividends upon the common stock or other capital stock of the Company (whether
payable in cash, securities or other property), other than dividends payable
solely in shares of common stock, the Company shall also declare and pay to the
holders of the Preferred Shares at the same time that it declares and pays such
dividends to the holders of the common stock, the dividends which would have
been declared and paid with respect to the common stock issuable upon conversion
of the Preferred Shares had all of the outstanding Preferred Shares been
converted immediately prior to the record date for such dividend or, if no
record date is fixed, the date as of which the record holders of common stock
entitled to such dividends are to be determined.

         4. Liquidation Right and Preference. In the event of the liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, the
holders of Preferred Shares shall be entitled to receive in cash, out of the
assets of the Company, an amount per share for each outstanding Preferred Share
equal to the quotient of (a) $20,000,000 divided by (b) the number of Preferred
Shares issued pursuant to the Agreement and Plan of Merger dated as of June 1,
1999 between, among others, the Company and popmail.com, inc. (herein,
"Liquidation Value"), before any payments shall be made or any assets
distributed to the holders of common stock or any other class of shares of the
Company ranking junior to the Preferred



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Shares. If, upon any liquidation, dissolution or winding up of the Company, the
assets of the Company are insufficient to pay the Liquidation Value, the holders
of such Preferred Shares shall share pro rata in any such distribution in
proportion to the full amounts to which they would otherwise be respectively
entitled. Following such payment to the holders of Preferred Shares upon such
liquidation, dissolution or a winding up of the Company, the holders of common
stock and Preferred Shares shall then share ratably in all the assets of the
Company thereafter remaining. For purposes of this joint distribution of assets
to the holders of common stock and the holders of Preferred Shares, each holder
of Preferred Shares should be regarded as owning that number of common stock
into which such Preferred Shares would then be convertible.

         5.       Conversion Rights.

                  (a) Optional Conversion and Conversion Ratio. A holder of
Preferred Shares shall be entitled to convert any or all of such Preferred
Shares into common stock at a rate per Preferred Share converted equal to the
quotient of (i) the difference of (A) the number of shares of common stock
outstanding immediately prior to the Effective Time (as defined in that certain
Agreement and Plan of Merger dated as of June 1, 1999 between, among others, the
Company and popmail.com, inc.), minus (B) the number of shares issued upon
exercise or conversion (which exercise or conversion occurs after May 3, 1999
and prior to the Effective Time) of the Company's Series A 8% Convertible
Preferred Stock and the Company's Class A Warrants, divided by (ii) 2,024 (the
"Conversion Ratio"). The Conversion Ratio shall be subject to adjustment
pursuant to Sections 8(a) and (b).

                  (b) Conversion Mechanics. In order to exercise the conversion
privilege, a holder of Preferred Shares shall (1) notify the Company in writing
of such holder's intent to convert a specified portion of such shares (the
"Conversion Notice" and the date of such notice which shall be the same or, at
the election of the holder, later than the date notice is given, the "Conversion
Notice Date") and (2) provide, on or prior to the Conversion Notice Date, to the
Company at its principal office the certificate evidencing the Preferred Shares
being converted, duly endorsed to the Company and accompanied by written notice
to the Company that the holder elects to convert a specified portion or all of
such Shares. Preferred Shares converted at the option of the Holder shall be
deemed to have been converted on the day of receipt by the Company of the
certificate representing such shares for conversion in accordance with the
foregoing provisions (the "Conversion Date"), and at such time the rights of the
holder of such Preferred Shares other than the right to receive shares of common
stock upon conversion of the Preferred Shares pursuant to the terms hereof, as
such holder, shall cease and such holder shall be treated for all purposes as
the record holder of common stock issuable upon conversion. As promptly as
practicable on or after the Conversion Date, the Company shall issue and mail or
deliver to such holder a certificate or certificates for the number of full
shares of common stock to which he or she shall be entitled as aforesaid,
together with a cash adjustment of any fraction of a share as hereinafter
provided, and a certificate or certificates for the balance of Preferred Shares
surrendered, if any, not so converted into common stock.

         6.       Registration Rights. As soon as practicable after the filing
of this Certificate of Designation with the Secretary of State of the State of
Minnesota, the Company will file a registration statement on Form S-3 (the
"Registration Statement") to register the common stock issuable upon conversion
of the Preferred Shares under the Securities Act of 1933 and the blue sky laws
of those states as are reasonably selected by holders of the Preferred Shares.
The Company shall use its best efforts to have the Registration Statement
declared effective by the Securities and Exchange Commission and any such state
as soon as practicable. The Company agrees to keep the Registration Statement
effective and current until the earlier to occur of (i) the date all the common
stock is sold or (ii) the date all the common stock may be sold under Rule
144(k)


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under the Securities Act. Except as set forth in the following sentence, the
Company will bear all expenses and fees incurred in connection with the
preparation, filing, and amendment of the Registration Statement with the
Commission and any state reasonably selected by holders of the Preferred Shares.
The holders of the Preferred Shares shall pay all fees, disbursements and
expenses of any counsel or expert retained by such holders and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the common stock included in the Registration Statement.

         7.       Preemptive Rights. Holders of Preferred Shares shall have no
preemptive rights with respect to any future issuances of securities by the
Company. Notwithstanding the foregoing, the Company shall not issue any shares
of capital stock ranking senior to the Preferred Shares with respect to
dividends or liquidation without the consent of the holders of a majority of the
outstanding Preferred Shares.

         8.       Other Terms of Series B Convertible Preferred Shares.

                  (a) Consolidation, Merger, Exchange, etc. If any capital
reorganization or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with any person or entity, or the sale of
all or substantially all of its assets to any person or entity, shall be
effected in such a way that holders of common stock shall be entitled to receive
stock, securities, cash or other assets with respect to or in exchange for
common stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made
whereby the holders of Preferred Shares shall thereafter have the right to
receive, in lieu of common stock of the Company, such shares of stock,
securities, cash or other assets as would have been issued or payable with
respect to or in exchange for such number of shares of common stock receivable
upon a conversion of such Preferred Shares had such reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of the holders of the Preferred Shares to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
Conversion Ratio) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities, cash or other assets thereafter
receivable upon the conversion of such Preferred Shares. The Company shall not
effect any such reorganization, reclassification, consolidation, merger or sale,
unless prior to the consummation thereof the surviving entity (if other than the
Company), the entity resulting from such consolidation or person or entity
purchasing such assets shall assume by written instrument executed and mailed to
the registered holders of the Preferred Shares at the last address of such
holders appearing on the books of the Company, the obligation to deliver to such
holders such shares of stock, securities, cash or other assets as, in according
to the foregoing provisions, such holders may be entitled to receive.

                  (b) Stock Split, Stock Dividend, Recapitalization, etc. If the
Company, at any time while any Preferred Shares are outstanding, (a) shall pay a
stock dividend or otherwise make a distribution or distributions payable in
shares of its capital stock (whether payable in shares of its common stock or of
capital stock of any class) or in rights to purchase its stock or other
securities if such rights are not separable from the common stock except upon
the occurrence of a contingency, (b) subdivide outstanding shares of common
stock into a larger number of shares, (c) combine outstanding shares of common
stock into a smaller number of shares, or (d) issue by reclassification of
shares of common stock any shares of capital stock of the Company, the
Conversion Ratio in effect immediately prior thereto shall be adjusted so that
the holder of any Preferred Shares thereafter surrendered for conversion shall
be entitled to receive the number of shares of common stock, rights or other
securities which such holder would have owned or have been entitled to receive
after the happening of any of the events described above had such Preferred
Shares been converted immediately prior to the happening of such event or the
record date therefor, whichever is earlier. Any


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adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of shareholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.

                  (c)      Notice of Certain Events.  If:

                           (i)   the Company shall declare a dividend (or any
                                 other distribution) on its common stock; or

                           (ii)  the Company shall declare a special
                                 nonrecurring cash dividend on or a redemption
                                 of its common stock; or

                           (iii) the Company shall authorize the granting to all
                                 holders of the common stock rights or warrants
                                 to subscribe for or purchase any shares of
                                 capital stock of any class or of any rights; or

                           (iv)  the approval of any shareholders of the Company
                                 shall be required in connection with any
                                 reclassification of the common stock of the
                                 Company (other than a subdivision or
                                 combination of the outstanding shares of common
                                 stock), any consolidation or merger to which
                                 the Company is a party, any sale or transfer of
                                 all of substantially all of the assets of the
                                 Company, or any compulsory share exchange
                                 whereby the common stock is converted into
                                 other securities, cash or property; or

                           (v)   the Company shall authorize the voluntary or
                                 involuntary dissolution, liquidation or
                                 winding-up of the affairs of the Company;

then the Company shall mail to the holders of Preferred Shares, at least 20
calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, redemption, rights or warrants 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, distributions, redemption, rights or
warrants are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding-up is expected to become effective, and (z) the date as of which it
is expected that holders of common stock shall be entitled to exchange such
shares of common stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up; provided, however, that the failure to
mail such notice or any defect therein or in the mailing thereof shall not
affect the validity of the corporate action required to be specified in such
notice.

                  (d) Financial Reports. Within 45 days following the end of
each fiscal quarter (except for the fourth fiscal quarter), the Company shall
furnish an unaudited consolidated statement of operations for such quarter and
an unaudited consolidated balance sheet as of the last day of such quarter to
holders of Preferred Shares. Within 90 days following the end of each fiscal
year, the Company shall furnish audited financial statements to holders of
Preferred Shares.

                  (e) No Fractional Shares. No fractional shares or script
representing fractional shares of common stock shall be issued upon conversion
of Preferred Shares. If more than one certificate


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representing Preferred Shares shall be surrendered for conversion at one time by
the same holder, the number of full shares of common stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
Preferred Shares so surrendered. Instead of any fractional share of common stock
that would otherwise be issuable upon conversion of any Preferred Shares, the
Company will pay a cash adjustment in respect of such fractional share in an
amount equal to the same fraction of the market price per share of common stock
(as determined by the Board of Directors or in any manner prescribed by the
Board of Directors, which, so long as the common stock is traded on the Nasdaq
SmallCap Market, shall be the reported last sale price on the Nasdaq SmallCap
Market) at the close of business on the business day prior to the day of
conversion.

                  (f) Reservation of Shares; Transfer Taxes; Etc. The Company
shall at all times reserve and keep available, out of its authorized and
unissued stock, solely for the purpose of effecting the conversion of the
Preferred Shares, such number of shares of its common stock free of preemptive
rights as shall from time to time be sufficient to effect the conversion of all
Preferred Shares from time to time outstanding. The Company shall from time to
time, in accordance with the laws of the State of Minnesota, increase the
authorized number of shares of common stock if at any time the number of shares
of common stock not outstanding shall not be sufficient to permit the conversion
of all the then outstanding Preferred Shares. If the common stock is traded on
the Nasdaq SmallCap Market or listed on any national securities exchange, the
Company will, if permitted by the rules of such market or exchange, include or
list and keep included in or listed on such market or exchange, upon official
notice of issuance, all shares of common stock issuable upon conversion of the
Preferred Shares. The Company will pay any and all issuance or other taxes that
may be payable in respect of any issuance or delivery of shares of common stock
on conversion of the Preferred Shares. The Company shall not, however, be
required to pay any tax that may be payable in respect of any transfer involved
in the issuance or delivery of common stock (or other securities or assets) in a
name other than that in which the Preferred Shares so converted were registered.

























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         IN WITNESS WHEREOF, Cafe Odyssey, Inc. has caused this Certificate to
be duly executed in its corporate name on this 22nd day of June, 1999.

                                CAFE ODYSSEY, INC.


                                By: s/ R. K. Fuller
                                   ----------------------------------
                                Its:   PRESIDENT
                                    ---------------------------------






































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