STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                     FILED 09:01 AM 08/04/1992
                                                        922175316 - 2229021


                           CERTIFICATE OF DESIGNATION

                STATEMENT ESTABLISHING SERIES OF PREFERRED STOCK
                                       OF
                             CATALINA CAPITAL CORP.


         Pursuant  to  the  requirements  of  Section  151(a)  of  the  Delaware
Corporation  Law, the undersigned  Corporation  submits the following  Statement
Establishing Series of Preferred Stock.

         FIRST: The name of the Corporation is Catalina Capital Corp.

         SECOND:  A copy of the  resolutions  establishing  and  designating the
series and fixing and  determining  the relative  rights and  preferences of the
Series B-1, Series B-2 Series B-3 and Series B-4 Convertible  Preferred Stock is
attached hereto as Exhibit A.

         THIRD:  Such resolutions were duly adopted by the Board of Directors of
the Corporation on the 31st day of July, 1992.

         IN  TESTIMONY  WHEREOF,  the  undersigned  Corporation  has caused this
Statement to be signed by a duly authorized officer and duly attested by another
such officer this day of July, 1992.

                                             CATALINA CAPITAL CORP.


                                             By  /s/ John  J. Micek
                                                --------------------------------
                                                John  J. Micek III, President


ATTEST


/s/ Frank L. Kramer
--------------------------------
Frank L. Kramer, Secretary

<PAGE>




                                    EXHIBIT A

                     SERIES B-1, SERIES B-2, SERIES B-3, AND
                     SERIES B-4 CONVERTIBLE PREFERRED STOCK

         WHEREAS,  the Articles of Incorporation of the Corporation provides for
a class of shares of stock designated  "Preferred Stock," and vests in the Board
of Directors the authority to specify the number of shares of Preferred Stock to
be issued,  to divide the  Preferred  Stock into one or more  series  within any
class  thereof,  and to fix  the  number  of  Shares  in  such  series,  and the
preferences, rights and restrictions thereof; and

         WHEREAS,  the Corporation desires to establish and designate the Series
8--1, Series 8-2, Series 8-3, and Series 8-4 Convertible  Preferred Stock of the
Corporation;

         NOW,  THEREFORE,  be it  resolved  that  there  shall be one  series of
Preferred Stock of the Corporation  designated "Series 8-1 Convertible Preferred
Stock," one series of Preferred Stock of the Corporation  designated "Series B-2
Convertible  Preferred Stock",  one series of Preferred Stock of the Corporation
designated "Series 8-3 Convertible Preferred Stock", and one series of Preferred
Stock of the Corporation  designated  "Series 8-4 Convertible  Preferred Stock."
The number of shares of each of these four Series shall be as follows:


                   Series                   Number of Shares
                   ------                   ----------------
                     B-1                       1,300.166
                     B-2                         866.522
                     B-3                       2,166.688
                     B-4                       2,167.453
                                               ---------
                          Total                6,500.829
                                               =========


The powers, designations,  preferences and relative, participating,  optional or
other  special  rights of the shares of each of the four  series of  Convertible
Preferred Stock and the  qualifications,  limitations  and  restrictions of such
preferences and rights shall be as follows:

         1. Dividend  Provisions.  The holders of outstanding  shares of each of
the four series of Convertible  Preferred  Stock  described  herein shall not be
entitled to receive any dividends.


<PAGE>


         2. Liquidation Preference. In the event of any voluntary or involuntary
liquidation,  dissolution or winding up of the affairs of the  Corporation,  the
holders of shares of the four series of Convertible  Preferred  Stock  described
herein  shall not be  entitled  to receive  any amounts out of the assets of the
Corporation available for distribution to its stockholders.

         3. The Series  B-1  Series  B-2  Series B-3 and Series B-4  Convertible
Preferred  Stock may be converted into Common Stock upon the following terms and
conditions (the "Conversion Rights"):

            (a)  Conditions  to  Conversion  and  Conversion   Rate.   Upon  the
occurrence of the events  specified in  subparagraphs  3(a) (1) through 3(a) (5)
below (the  "Conditions to  Conversion"),  the outstanding  shares of Series B-1
Series B-2 Series B-3 and Series B-4 Convertible Preferred Stock,  respectively,
may be converted into shares of Common Stock at the conversion rate specified as
follows:

                  (1) Each share of Series B-1  Convertible  Preferred Stock may
be converted into 1,000 shares of Common Stock if the  Corporation  has received
$500,000 in new equity funding by September 15, 1992, and an additional $500,000
in new equity funding by December 31, 1992. Any fees and costs  associated  with
obtaining the funding will not be deducted from the amount of equity raised.

                  (2) Each share of Series B-2  Convertible  Preferred Stock may
be converted into 1,000 shares of Common Stock if the  Corporation  has received
at least $500,000 in licensing income by March 15, 1993.

                  (3) Each share of Series B-3  Convertible  Preferred Stock may
be converted into 1,000 shares of Common Stock if the  Corporation  has received
$1,000,000 in additional  equity  funding or licensing  income,  or  combination
thereof, by September 15, 1993. Any fees and costs associated with obtaining the
funding will not be deducted from the amount of equity raised.  Upon conversion,
the holder must agree to cancel  one-half of the licensing  royalties (5%) he is
entitled to receive.

                  (4) Each share of Series B-4  Convertible  Preferred Stock may
be converted into 1,000 shares of Common Stock if the  Corporation  has received
at least  $1,000,000  in  additional  licensing  income by March 15, 1994.  Upon
conversion,  the  holder  must  agree to cancel the  remaining  one-half  of the
licensing royalties (5*) he is entitled to receive.


                                      -2-


<PAGE>




                  (5) The word  "additional" in subparagraphs  (3) and (4) above
means in addition to any funds or income  received vhich was used in determining
if  shares  of  Series  B-1 or Series  B-2  Convertible  Preferred  Stock may be
converted.  It is also a condition to  conversion  of each of the Series B-2 B-3
and 8-4 Convertible Preferred Stock that the conditions for the preceding series
have been met.

            (b) Mechanics of Conversion.  The applicable  conversion shall occur
effective upon the satisfaction of the appropriate Conditions to Conversion, and
upon the  election  of the  holder of the  Series  B-1 Series B-2 Series B-3 and
Series B-4 Convertible Preferred Stock; provided,  however, that the election to
convert  must  occur  before  September  15,  1994.  The holder of the shares of
Convertible  Preferred Stock which are converted shall surrender the certificate
or certificates therefor, duly endorsed, at the office of the Corporation or any
authorized  transfer agent for such stock together with a written statement that
he elects to convert his  Convertible  Preferred  Stock into Common  Stock.  The
Corporation  or the  transfer  agent  shall  promptly  issue and deliver at such
office  to  such  holder  of  Convertible   Preferred  Stock  a  certificate  or
certificates  for the number of shares of Common  Stock to which such  holder is
thereby  entitled.  The effective date of such conversion shall be the date upon
which the  holder  provides  written  notice of his  election  to convert to the
Corporation or transfer agent.

            (c) Adjustments of Conversion Rate.

                  (i) Stock Splits: Stock Dividends. If the Corporation shall at
any  time,  or from time to time,  after  the  effective  date  hereof  effect a
subdivision  of the  outstanding  Common  Stock and not  effect a  corresponding
subdivision  of the Series B-1 Series B-2 Series B-3 and Series B-4  Convertible
Preferred  Stock,  or if the  Corporation at any time or from time to time after
the  effective  date  hereof  shall make or issue,  or fix a record date for the
determination  of holders of Common  Stock  entitled to  receive,  a dividend or
other  distribution  payable in additional  shares of Common Stock,  then and in
each such event the number of shares of Common Stock issuable upon conversion of
the  Convertible  Preferred Stock shall be  proportionately  increased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date.

                  (ii)   Adjustments   for   Combinations,   Etc.  In  case  the
outstanding   shares  of  Common   Stock  be  combined  or   consolidated,   by,
reclassification  or otherwise,  into a lesser number of shares of Common Stock,
the number of shares of Common Stock issuable upon conversion of the Convertible
Preferred Stock shall,  concurrently  with the effectiveness of such combination
or consolidation, be proportionately decreased.



                                       -3-


<PAGE>




            (d) No  Impairment  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 hereunder by the Corporation,  but will at
all times in good faith assist in the carrying out of all of the  provisions  of
this  Section 3 and in the  taking of all such  action  as may be  necessary  or
appropriate  in order to protect  the  Conversion  Rights of the  holders of the
Convertible Preferred Stock against impairment.

            (e) Reservation of Stock Issuable Upon  Conversion.  The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the shares of Series.  B-1,  Series B-2,  Series B-3 and Series B-4  Convertible
Preferred Stock, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding  shares of Series
B-1, Series B-2, Series B-3 and Series B-4 Convertible  Preferred  Stock; and if
at any time the number of authorized  but unissued  shares of Common Stock shall
not be sufficient to effect the conversion of all  outstanding  shares of Series
B-1 Series  B-2,  Series B-3 and Series B-4  Convertible  Preferred  Stock,  the
Corporation  will take such  corporate  action as is  necessary  to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

            (f) Any notice  required  to be given to holders of shares of Series
B-1, Series B-2, Series B-3 and Series B-4 Convertible  Preferred Stock shall be
deemed given upon deposit in the United States mail, postage prepaid,  addressed
to  such  holder  of  record  at  his  address  appearing  on the  books  of the
Corporation, or upon personal delivery of the aforementioned address.

         4. Voting Rights.  Each share of Series B-1, Series B-2, Series B-3 and
Series B-4 Convertible  Preferred Stock shall entitle the holder to one (1) vote
and with  respect to each such vote,  a holder of shares of Series  B-1,  Series
B-2,  Series B-3 and Series B-4  Convertible  Preferred  Stock shall have full
voting  rights and powers  equal to the voting  rights and powers of a holder of
shares of Common Stock,  share for share, and shall be entitled to notice of any
shareholders'  meeting in  accordance  with the Bylaws of the  Corporation,  and
shall be  entitled  to vote with  holders of Common  Stock  together as a single
class.

         5. Redemption Provisions.  Commencing on September 15, 1994, any shares
of Series 8-1, Series 3-2, Series 8-3 and Series 8-4 Convertible Preferred Stock
which  have  not  been  converted  into  Common  Stock  may be  redeemed  by the
Corporation upon the payment of $.001 per share to the holder thereof.



                                       -4-


<PAGE>


            6. Status of  Converted  or  Reacquired  Stock In case any shares of
Series 8-1, Series 8-2, Series B-3 and Series 8--4  Convertible  Preferred Stock
shall be converted pursuant to Section 3 hereof, or redeemed pursuant to Section
5 hereof,  the shares so  converted  shall cease to be a part of the  authorized
capital stock of the Corporation.

            7. Status of Shares of Common Stock if Preferred Stock is not
Converted.  To the extent any shares of Common  Stock,  which have been reserved
for issuance upon the  conversion of the Series B Convertible  Preferred  Stock,
are not  issued,  such  shares  shall be issued to the  shareholders  of Explore
Technology,  Inc. as of August 3, 1992, in accordance with the provisions of the
Plan  and  Agreement  of  Reorganization   dated  July  15,  1992,  between  the
Corporation and Explore Technology, Inc.




(SW9334-b.stm)