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
NINTH DAY OF MAY, A.D. 1995. AT 9 O'CLOCK A.M.






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

                                             AUTHENTICATION:
2229021 8100                                                    7965006
                                                       DATE:
960155750                                                       05-29-96

<PAGE>
STATE OF DELAWARE                                                      ORIGINAL
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/09/1995
950102455 - 2229021

                           CERTIFICATE OF DESIGNATION

                STATEMENT ESTABLISHING SERIES OF PREFERRED STOCK
                                       OF
                        INSTANT VIDEO TECHNOLOGIES, INC.
                      SERIES E CONVERTIBLE PREFERRED STOCK


         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 Instant Video Technologies, Inc.

         SECOND:  A copy of the  resolutions  establishing  and  designating the
series and fixing and  determining  the relative  rights and  preferences of the
Series E 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 17th day of February, 1995.

         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 17th day of February, 1995.



                                         INSTANT VIDEO TECHNOLOGIES, INC.



                                         By /s/ Gary R. Familian
                                            ------------------------------------
                                            Gary R. Familian, President

ATTEST:


/s/ John J. Micek
-----------------------------
John J. Micek, III, Secretary
<PAGE>




                                    Exhibit A
                      Series E Couvertible Preferred Stock

WHEREAS,  the Certificate 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 designate a Series E Convertible  Preferred
Stock;

NOW,  THEREFORE,  be it resolved that there shall be another series of Preferred
Stock of the Corporation  designated "Series E Convertible Preferred Stock." The
number of shares of Series H Convertible Preferred Stock shall be 1,000,000. The
powers, designations, preferences and relative, participating, optional or other
special rights of the shares of the Series E 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 Series E
Convertible  Preferred Stock  described  herein shall not be entitled to receive
any fixed dividends.


            (a) In  the  event  of any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the affairs of the Corporation,  the holder of each
share of Series E Convertible  Preferred Stock shall be entitled to receive, out
of the assets of the Corporation  available for distribution to its stockholders
before any payment or distribution  shall be made on the Common Stock, and after
any payment or distribution shall be made on the Series D Convertible  Preferred
Stock,  an  amount per  share  equal to  $1.00.  If the  assets and  funds to be
distributed among the holders of the Series H Convertible  Preferred Stock shall
be insufficient to permit the payment of the full aforesaid  preferential amount
to such  holders,  then the entire assets and funds of the  Corporation  legally
available for the  distribution  shall be  distributed  among the holders of the
Series H Convertible Preferred Stock in proportion to the aggregate preferential
amount of all shares of Series E Convertible Preferred Stock held by them. After
payment  has been made to the  holders  of the  Series E  Convertible  Preferred
Stock, the holders of the Common Stock shall be entitled to share ratably in the
remaining  assets on the basis of the  number of shares of Common  stock held by
them at the time of such liquidation.

            (b) For purposes of this Section 2, a merger or consolidation of the
Corporation with or into any other corporation or corporations, or the merger of
any other corporation or corporations into the Corporation, or the sale


<PAGE>


or any other corporate reorganization,  in which shareholders of the Corporation
receive distributions as a result of such consolidation,  merger, sale of assets
or reorganization,  shall be treated as a liquidation, dissolution or winding up
of the  Corporation,  unless the  stockholders of the Corporation hold more than
fifty  percent  (50%)  of the  voting  equity  securities  of the  successor  or
surviving corporation immediately following such consolidation,  merger, sale of
assets or  reorganization  in which event such  consolidation,  merger,  sale of
assets, or reorganization shall not be treated as a liquidation,  dissolution or
winding up.

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

            (a) Conversion During the three (3) year period commencing  February
17,1995,  all of the  shares  of  Series E  Convertible  Preferred  Stock may be
converted  into shares of Common Stock in accordance  with  paragraphs  3(b) and
3(c)  hereof,  at such time or times as the holders of the Series E  Convertible
Preferred Stock are called for redemption,  the conversion rights will terminate
at the dose of business on the Redemption Date (30 days after the written notice
is provided).

            (b) Mechanics of Conversion.  The applicable  conversion shall occur
effective upon the election of the holder of the Series E Convertible  Preferred
Stock;  provided,  however,  that the  election to convert must occur before the
earlier of February 17, 1998, or the  redemption  date. The holder of the shares
of Series E 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 Series E Convertible  Preferred
Stock into Common Stock.  The  Corporation  or the transfer agent shall promptly
issue  and  deliver  at such  office  to such  holder  of  Series E  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)  Conversion  Ratio Each share of Series B Convertible  Preferred
Stock  will be  converted  into one (1) fully  paid and  nonassessable  share of
Common Stock (except as adjusted pursuant to paragraph 3(d) below).

            (d) Adjustment 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 E 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


<PAGE>




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 dose of business on such record date.

                  (ii) 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 shires of Common Stock  issuable upon
conversion  of the  Convertible  Preferred  Stock shall,  concurrently  with the
effectiveness  of  such  combination  or   consolidation,   be   proportionately
decreased.

            (e) No  Impairment.  The  Corporation  will not, by amendment of its
Certificate 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.

            (f) Reservation of Stock Issuable Upon  Conversion.  The Corporation
shall at all times reserve and keep  available out of its authorized by unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the shares of Series E 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 E 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 E
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.

            (g) Notices.  Any notice  required to be give to holders o shares of
Series E 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 at
the aforementioned address.

         4. Voting Rights.  Each share of Series E Convertible  Preferred  Stock
shall  entitle  the holder to one (1) vote and with  respect to each such vote a
holder of shares of Series E 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'


<PAGE>


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 February 17,19%, any shares of
Series E Convertible  Preferred  Stock which have not been converted into Common
Stock may be redeemed by the Corporation upon, the payment of $1.08 per share to
the holder thereof after giving 30 days written notice.

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

         7. Registration Rights. If the holders of at least seventy-five percent
(75%) of the series E convertible  preferred stock agree to convert their shares
of Series E Convertible Preferred Stock into Common Stock, the Corporation shall
use its best efforts to file a  registration  statement  with the Securities and
Exchange  Commission on the later of December 31,1997,  or the date on which the
holders of at 75% of the Series E  Convertible  Preferred  Stock have  agreed to
convert their shares of Series E Convertible  Preferred  Stock for Common Stock.
The  registration  statement  will cover the shares of Common.  Stock which have
been acquired upon the conversion of the Series E Convertible  Preferred  Stock.
The  Company  agrees to  include  the  shares  which may be  purchased  upon the
exercise of this Common Stock Option in any Registration  Statement filed by the
Company  which is. a proper form for  registration  of such shares in which such
shares may be  registered.  The Company will not be required to register a share
of common stock on more than one registration statement.