State of Delaware

                        Office of the Secretary of State                  PAGE 1

                         ------------------------------

         I, EDWARD J. FREEL,  SECRETARY  OF STATE OF THE STATE OF  DELAWARE,  DO
HEREBY  CERTIFY THE  ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE  OF
DESIGNATION OF "INSTANT VIDEO  TECHNOLOGIES,  INC.," FILED IN THIS OFFICE ON THE
SIXTH DAY OF NOVEMBER, A.D. 1998, AT 9 O'CLOCK A.M.

         A FILED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.


                     [GREAT SEAL OF THE STATE OF DELAWARE]




                                              /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State



2229021    8100                                   AUTHENTICATION: 9396533

981429552                                                  DATE: 11-10-98


<PAGE>


       STATE OF DELAWARE
      SECRETARY OF STATE
   DIVISION OF CORPORATIONS
  FILED 09:00 AM 11/06/1998
     981429552 -- 2229021


                           CERTIFICATE OF ELIMINATION
                                       OF
                        INSTANT VIDEO TECHNOLOGIES, INC.
                OF SHARES DESIGNATED AS SERIES A PREFERRED STOCK,
    SERIES B-1, SERIES B-2, SERIES B-3, AND SERIES B-4 CONVERTIBLE PREFERRED
         STOCK, SERIES C PREFERRED STOCK, SERIES D CONVERTIBLE PREFERRED
                 STOCK AND SERIES E CONVERTIBLE PREFERRED STOCK

         Instant Video Technologies,  Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

FIRST:   That the Certificate of  Incorporation of this Corporation was filed in
         the office of the Seretary of State of Delaware on April 27, 1990;  and
         Certificates  of  Designation,  Statements  Establishing  the  Series A
         Preferred  Stock,  Series B-1,  Series  B-2,  Series B-3 and Series B-4
         Convertible  Preferred Stock,  and Series C Preferred Stock,  were each
         filed in said  office of the  Secretary  of State on August 4, 1992;  a
         Certificate  of  Designation,   Statement  Establishing  the  Series  D
         Convertible  Preferred  Stock was filed with said Secretary of State on
         December  23,  1992;  and  a  Certificate  of  Designation,   Statement
         Establishing  the Series E Convertible  Preferred  Stock was filed with
         said Secretary of State on February 17, 1995.

SECOND:  That, effective as of October 26, 1998,  the Board of Directors of this
         Corporation  duly adopted  resolutions  authorizing  and directing that
         each of the Series A  Preferred  Stock,  the Series  B-1,  Series  B-2,
         Series B-3, and Series B-4 Convertible  Preferred  Stock,  the Series C
         Preferred  Stock,  the  Series D  Convertible  Preferred  Stock and the
         Series E Convertible  Preferred Stock (collectively  referred to herein
         as the "Series A-E Preferred Stock") be eliminated as set forth herein:

         RESOLVED,  that  no  shares  of the  Series  A-E  Preferred  Stock  are
         currently  outstanding  and none will be issued  subsequent to the date
         hereof.


<PAGE>


         FURTHER RESOLVED, that a Certificate of Elimination of this Corporation
         of Shares  Designated  Series A-E  Preferred  Stock be executed,  which
         shall  have  the  effect  when  filed  with the  Secretary  of State of
         Delaware  of  eliminating  each  of the  Certificates  of  Designation,
         Statements Establishing the Series A-E Preferred Stock.

THIRD:   That none of the authorized shares of the Series A-E Preferred Stock is
         currently  outstanding  and none will be issued  subsequent to the date
         hereof.

FOURTH:  That in accordance with the provisions of Section 151(g) of the General
         Corporation  Law  of  the  State  of  Delaware,   the  Certificates  of
         Designation, Statements Establishing the Series A-E Preferred Stock are
         hereby eliminated.

         IN  WITNESS  WHEREOF,  the  undersigned  Corporation  has  caused  this
Certificate  of  Elimination  to be signed by Richard Lang,  this  Corporation's
Chief  Executive  Officer and President,  and duly attested by John Micek,  III,
this Corporation's Secretary, this 26 day of October, 1998.


                                      INSTANT VIDEO TECHNOLOGIES, INC.


                                            By: /s/ Richard Lang
                                                --------------------------------
                                                Richard Lang
                                                Chairman and Chief Executive
                                                Officer


ATTEST:


By: /s/ John J. Micek, III
    --------------------------------
    John J. Micek, III
    Secretary