State of Delaware

                         Office of the Secretary of State                PAGE 1

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

         I, EDWARD 3. 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 "CATALINA CAPITAL CORP.",  FILED IN THIS OFFICE ON THE FOURTH DAY
OF AUGUST. A.D. 1992, AT 9 O'CLOcK A.M.









                                   [SEAL]    /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State


                                             AUTHENTICATION:
2229021 8100                                                     7965000
                                                       DATE:
960155750                                                        05-29-96


<PAGE>
                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 08/04/1992
                                                          922175315 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 A 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 A 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 a Series of
Preferred  Stock which has only  voting  rights for the reasons set forth in the
following background summary.



         The  shares of Series A  Preferred  Stock are being  issued to  certain
shareholders of Explore Technology, Inc., an Arizona corporation ("Explore"), in
connection  with the  acquisition  by the  Corporation  of all of the issued and
outstanding shares of Explore. It is the purpose of the Series A Preferred Stock
to ensure that the  shareholders of Explore will always have at least 50,206,667
votes (before such persons sell any of the  Corporation's  common stock).  Since
the  Corporation  will  issue  38,240,170  shares  of its  common  stock  to the
shareholders  of Explore at the closing of its  acquisition  of  Explore,  it is
necessary for the Corporation to issue  11,966,497  shares of Series A Preferred
Stock with 1,000 votes per share, so that the total number of votes  represented
by the common and  preferred  stock being  issued at the Closing will be 50,206,
667.

         In  connection  with the closing of the  acquisition  of  Explore,  the
Corporation will reserve,  for future issuance,  a total of 11,966,497 shares of
its common stock.  These shares are being reserved for potential future issuance
as follows:


                 Purpose                                          No. of Shares
                 -------                                          -------------
1.     Conversion of debt owed to
       William H. Fuller                                             993,480

2.     Conversion of debt owed to
       Gordon Rock                                                   447,028

3.     Conversion of Convertible
       Preferred Stock being issued
       to Wayne Van Dyke                                           6,500,829

4.     Exercise of outstanding options                             4,025,160
                                                                   -------------
           Total                                                  11,966,497


<PAGE>


In accordance.  with the Plan and Agreement of Reorganization  with Explore,  to
the extent any of the reserved shares are `not issued for the purposes set forth
above, the shares will be issued to all Explore Shareholders pro rata.

         NOW,  THEREFORE,  be it  resolved  that  there  shall be one  series of
Preferred Stock of the Corporation  designated  "Series A Preferred  Stock." The
number of shares of Series A Preferred  Stock shall be  11,966.497.  The powers,
designations, preferences and relative, participating, optional or other special
rights of the shares of the  Series A  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 the Series
A Preferred Stock shall not be entitled to receive any dividends.

         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  Series A  Preferred  Stock  shall not be  entitled  to
receive  any  amounts  out  of  the  assets  of the  Corporation  available  for
distribution to its stockholders.

         3. The Series A Preferred  Stock shall not be  convertible  into Common
Stock or any other security of the Corporation.

         4. Voting Rights.  Each share of Series A Preferred Stock shall entitle
the holder to one thousand  (1,000)  votes and with respect to each such vote, a
holder of shares of Series A 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 with respect to
any matter upon which the shareholders may vote.

         (a) Adjustment of Voting Rights.

             (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 A 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 votes  which the holders of the Series A Preferred
Stock are entitled to shall


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<PAGE>


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 votes
which  the  holders  of  Series  A  Preferred   Stock  are  entitled  to  shall,
concurrently  with the  effectiveness of such combination or  consolidation,  be
proportionately decreased.

         5. Cancellation Provisions.  Whenever any of the reserved shares of the
Corporation's  Common  Stock  are  issued  for  the  purposes  described  in the
Background  Summary  above  or  whenever  any  such  shares  are  issued  to the
shareholders  of  Explore  because  the rights to  acquire  the shares  upon the
conversion  of debt or  preferred  stock or upon the  exercise  of options  have
expired,  a number of shares of the Series A Preferred  Stock will be  cancelled
which  equals  1/1000 of the number of shares of Common Stock  issued.  Whenever
shares of Series A Preferred Stock are cancelled, the number of shares cancelled
will be shared pro rata among all holders of the Series A Preferred Stock.


(sn9334-a.stm)

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