STATE OF DELAWARE
      SECRETARY OF STATE
   DIVISION OF CORPORATIONS
  FILED 09:00 AM 01/11/1999
     991011105 -- 2229021


           AMENDED CERTIFICATE OF DESIGNATION, STATEMENT ESTABLISHING
                      SERIES F CONVERTIBLE PREFERRED STOCK
                                       AND
           CERTIFICATE OF DESIGNATION, STATEMENT ESTABLISHING SERIES B
                           CONVERTIBLE PREFERRED STOCK
                                       OF
                        INSTANT VIDEO TECHNOLOGIES, INC.


         INSTANT VIDEO TECHNOLOGIES,  INC., a corporation organized and existing
under the General  Corporation Law of the State of Delaware  pursuant to section
151.

DOES HEREBY CERTlFY:

FIRST:  That a Certificate of Designation,  Statement  Establishing the Series F
Convertible Preferred Stock, was filed by this Corporation with the Secretary of
State of the State of Delaware on February 13, 1996.

SECOND:  That the Board of  Directors of this  corporation  has duly adopted the
following resolutions,  (i) amending said Certificate of Designation,  Statement
Establishing  the Series F Convertible  Preferred  Stock to, among other things,
change the designation of such Series to "Series A Convertible Preferred Stock,"
and to amend  certain  of the  powers,  preferences  and  rights of the Series A
Convertible  Preferred  Stock,  and (ii) providing for the  designation of a new
series of preferred  stock,  to be designated  "Series B  Convertible  Preferred
Stock,"  and  establishing  the powers,  preferences  and rights of the Series B
Convertible Preferred Stock:

         "WHEREAS,  the Certificate of Incorporation of the Corporation provides
for a  class  of  shares  of  stock  designated  "Preferred  Stock,"  comprising
20,000,000  shares, 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 Board of Directors  of this  Corporation  has  previously
authorized the issuance of a series of Preferred Stock,  consisting of 5,000,000
shares,  designated  as "Series F  Convertible  Preferred  Stock,"  all of which
shares have been issued and are outstanding; and

         WHEREAS,   the  Corporation  has  previously  filed  a  Certificate  of
Elimination  with the  Secretary of State of the State of Delaware,  eliminating
the Series A through Series E Convertible  Preferred  Stock,  of which no shares
were then issued or outstanding; and

         WHEREAS,  it is now the desire of the Board of  Directors,  pursuant to
its  authority  as  aforesaid,  to  establish a new Series of  preferred  stock,
designated  "Series  B  Convertible  Preferred  Stock,"  and to fix the  powers,
preferences and rights of such Series B Convertible Preferred Stock; and

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         WHEREAS, it is now the desire of the Board of Directors, subject to the
approval of the holders of at least a majority of the shares of Common Stock and
Series F Convertible  Preferred  Stock, to amend the Certificate of Designation,
Statement  Establishing  Series F Convertible Stock, to alter the designation of
such  series to be  "Series A  Convertible  Preferred  Stock,"  and to alter the
powers,  preferences  and rights of the Series A Convertible  Preferred Stock to
conform  to the  powers,  preferences  and  rights of the  Series B  Convertible
Preferred Stock.

         NOW,  THEREFORE,  BE IT RESOLVED,  that, subject to the approval of the
holders  of at least a  majority  of the  shares  of Common  Stock and  Series F
Convertible   Preferred  Stock,   the  Certificate  of  Designation,   Statement
Establishing  the Series F Convertible  Preferred  Stock, is hereby amended such
that the Series F  Convertible  Preferred  Stock is  re-designated  as "Series A
Convertible  Preferred  Stock,"  and the powers,  preferences  and rights of the
Series A Convertible Preferred Stock are amended as set forth below.

         RESOLVED  FURTHER,  that  there  shall be another  series of  Preferred
Stock,  $.0000l par value per share, of the  Corporation,  designated  "Series B
Convertible  Preferred  Stock."  The  number of  shares of Series B  Convertible
Preferred Stock shall be 3,000,000.  The powers,  designations,  preferences and
relative,  participating,  optional or other special rights of the shares of the
Series B Convertible  Preferred  Stock and the  qualifications,  limitations and
restrictions of such preferences and rights shall be as follows:

         1.  Definitions.  For purposes of this Certificate of Designation,  the
following definitions shall apply:

                  (a)  "Additional  Shares of Common  Stock" means all shares of
Common Stock issued or deemed issued by the  Corporation  after February 8, 1996
(the date of the first  issuance  by this  Corporation  of its  Series A Stock),
whether or not subsequently reacquired or retired by the Corporation, other than
(i) Common Stock issued pursuant to a transaction described in subsections 4(c),
(d), (e), (f) and (g) hereof; (ii) shares of Common Stock issued upon conversion
of the Corporation's Series A Stock and Series B Stock; or (ii) shares of Common
Stock (and any  related  options or  warrants)  issued to  employees,  officers,
directors, consultants, contractors, agents or other persons performing services
or for extending credit to the Corporation,  issued pursuant to any stock option
plan,  stock  purchase  plan,  stock bonus plan,  or other  plan,  agreement  or
arrangement approved by the Board.

                  (b) "Board" means the Board of Directors of the Corporation.

                  (c) "Common  Stock" means the Common Stock,  $.0000l par value
per share, of the Corporation.

                  (d)  "Common  Stock Fair Market  Value"  means the fair market
value of a share of Common  Stock,  as determined in good faith by the Board for
the purpose of granting  stock  options or issuing  shares to  employees  of the
Corporation or any subsidiary of the Corporation as of the applicable date.

                  (e) "Corporation" means Instant Video Technologies, Inc.

                  (f) "Original  Series A Issue Price" means $1.00 per share for
the Series A Stock.

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                  (g) "Original  Series B Issue Price" means $2.00 per share for
the Series B Stock.

                  (h) "Preferred  Stock" means the Series A Stock and the Series
B Stock of the Corporation.

                  (i) "Series A Stock" means the Series A Convertible  Preferred
Stock established hereby.

                  (j) "Series B Stock" means the Series B Convertible  Preferred
Stock established hereby.

                  (k)  "Series A  Reference  Date"  means,  with  respect to the
Series A Stock, February 8, 1996.

                  (l)  "Series B  Reference  Date"  means,  with  respect to the
Series B Stock,  the date this  Certificate  of  Designation  is filed  with the
Secretary of State of Delaware.

         2. Dividend  Provisions.  The holders of outstanding shares of Series A
Stock and Series B Stock  described  herein shall not be entitled to receive any
fixed dividends.

         3. Liquidation Preference.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution or winding up of the affairs of the Corporation,  the holders of the
Series A Stock and  Series B Stock  shall be  entitled  to  receive,  out of the
assets of the Corporation available for distribution to its stockholders,  prior
and in preference to any payment or  distribution of the assets or surplus funds
of the  Corporation  to the  holders  of the  Common  Stock by  reason  of their
ownership thereof,  an amount per share equal to: (1) with respect to the Series
A Stock,  $1.00  for each  outstanding  share  of  Series A Stock;  and (2) with
respect to the Series B Stock, (A) $7.50 for each outstanding  share of Series B
Stock during the first year following the Series B Reference Date; (B) $8.40 for
each  outstanding  share of Series B Stock during the second year  following the
Series B Reference  Date; and (C) $9.30 for each  outstanding  share of Series B
Stock during and after the third year following the Series B Reference Date.

                  (b) If the  assets  and  funds  to be  distributed  among  the
holders of the Series A Stock and the Series B 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  to such holders shall be distributed  ratably among the holders of
the Series A Stock and the  Series B Stock  and,  as  between  such  series,  in
proportion  to the product of the  respective  preferential  amount of each such
share multiplied by the number of shares of such stock held by each such holder.

                  (c) After payment has been made to the holders of the Series A
Stock  and  the  Series B Stock to the full  aforesaid  preferential  amounts to
which they are entitled, all remaining

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<PAGE>


assets of the  Corporation  shall be  distributed  ratably on a per share  basis
among the holders of the Series B Stock and Common Stock (assuming conversion of
all Series B Stock into Common Stock).

                  (d) A consolidation of the Corporation with or merger into any
other  corporation  or,  corporations  (other  than  a  wholly-owned  subsidiary
corporation or a merger to change the state of domicile of the Corporation),  or
a sale,  conveyance or disposition of all or substantially  all of the assets of
the  Corporation,  or the  effectuation  by the  Corporation of a transaction or
series of related  transactions  in which more than fifty  percent  (50%) of the
voting  power  of  the  Corporation  is  disposed  of,  shall  be  treated  as a
liquidation,  dissolution  or winding up of the affairs of the  Corporation  for
purposes of this Section 3.

         4. Conversion. The holders of the Series A Stock and the Series B Stock
shall have the following conversion rights:

                  (a) Right to Convert.  Each share of Series A Stock and Series
B Stock shall be convertible,  at the option of the holder thereof,  at any time
after the date of  issuance  of such  share,  into such number of fully paid and
nonassessable  shares of Common Stock as is  determined by dividing the Original
Series A Issue Price or the Original Series B Issue Price,  as  appropriate,  by
the  Conversion  Price  at the  time in  effect  for such  series.  The  initial
Conversion Price per share for the Series A Stock shall be the Original Series A
Issue Price,  and the initial  Conversion Price per share for the Series B Stock
shall  be the  Original  Series  B Issue  Price;  provided,  however,  that  the
Conversion  Price  for each  series  of  Preferred  Stock  shall be  subject  to
adjustment from time to time as provided in subsections 4(c) through 4(h) below.

                  (b) Mechanics of  Conversion.  Each holder of Preferred  Stock
who desires to convert the same into shares of Common Stock shall  surrender the
certificate  or  certificates  therefor,  duly  endorsed,  at the  office of the
Corporation  or any  transfer  agent for the  Preferred  Stock,  and shall  give
written  notice to the  Corporation  at such office  that such holder  elects to
convert the same and shall state therein the number of shares of Preferred Stock
being converted. The Corporation shall, as soon as practicable thereafter, issue
and deliver at such office to such holder of Preferred  Stock,  a certificate or
certificates  for the number of shares of Common  Stock to which such  holder is
entitled and shall promptly pay in cash any declared and unpaid dividends on the
shares of Preferred Stock being  converted.  Such conversion  shall be deemed to
have been made  immediately  prior to the close of  business on the date of such
surrender of the  certificate  representing  the shares of Preferred Stock to be
converted,  and the  person  entitled  to  receive  the  shares of Common  Stock
issuable  upon such  conversion  shall be treated for all purposes as the record
holder of such shares of Common Stock as of such date.

                  (c)  Adjustment  for Stock  Splits  and  Combinations.  If the
Corporation  at any time or from time to time after the Series B Reference  Date
effects a subdivision of the outstanding  Common Stock, the Conversion Price for
the  Series A Stock and the  Series B Stock in effect  immediately  before  that
subdivision  shall  be  proportionately   decreased,  and,  conversely,  if  the
Corporation  at any time or from time to time after the Series B Reference  Date
combines the outstanding shares of Common Stock into a smaller number of shares,
the  Conversion  Price for the  Series A Stock and the  Series B Stock in effect
immediately before the combination shall be

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<PAGE>


proportionately  increased.  Any adjustment under this Section 4(c) shall become
effective at the close of business on the date the  subdivision  or  combination
becomes effective.

                  (d) Adjustment for Common Stock  Dividends and  Distributions.
If the Corporation at any time or from time to time after the Series B Reference
Date makes,  or fixes 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, in each such event the Conversion  Price for
the  Series A Stock  and the  Series  B Stock  that is then in  effect  shall be
decreased  as of the time of such  issuance or, in the event such record date is
fixed,  as of the close of business  on such record  date,  by  multiplying  the
Conversion  Price  then in effect  for each such  series by a  fraction  (1) the
numerator  of which is the total  number of shares of Common  Stock  issued  and
outstanding  immediately  prior to the  time of such  issuance  or the  close of
business  on such record  date,  and (2) the  denominator  of which is the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such  issuance  or the close of  business  on such  record date plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution;  provided,  however,  that if such  record  date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed, the applicable Conversion Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Conversion  Price shall
be adjusted  pursuant to this Section 4(d) to reflect the actual payment of such
dividend or distribution.

                  (e) Adjustments for Other Dividends and Distributions.  If the
Corporation  at any time or from time to time after the Series B Reference  Date
makes, or fixes a record date for the  determination  of holders of Common Stock
entitled to receive, a dividend or other  distribution  payable in securities of
the Corporation  other than shares of Common Stock, in each such event provision
shall be made so that the  holders  of the Series A Stock and the Series B Stock
shall receive upon  conversion  thereof,  in addition to the number of shares of
Common Stock receivable  thereupon,  the amount of securities of the Corporation
which they would have received had their  Preferred  Stock been  converted  into
Common  Stock on the date of such  event  and had they  thereafter,  during  the
period  from  the date of such  event  to and  including  the  conversion  date,
retained such  securities  receivable  by them as aforesaid  during such period,
subject  to all other  adjustments  called  for during  such  period  under this
Section 4 with  respect to the  rights of the  holders of the Series A Stock and
the Series B Stock or with respect to such other securities by their terms.

                  (f) Adjustment for Reclassification Exchange and Substitution.
If at any time or from  time to time  after the  Series B  Reference  Date,  the
Common Stock issuable upon the conversion of the Series A Stock and the Series B
Stock is changed  into the same or a different  number of shares of any class or
classes of stock,  whether by  recapitalization,  reclassification  or otherwise
(other  than a  subdivision  or  combination  of shares or stock  dividend  or a
reorganization,  merger,  consolidation or sale of assets provided for elsewhere
in this Section 4 or Section  3(d)),  then in any such event each holder of such
series of Preferred Stock shall have the right  thereafter to convert such stock
into the kind and amount of stock and other  securities and property  receivable
upon such  recapitalization,  reclassification or other change by holders of the
maximum  number of shares of Common  Stock into  which  such  shares of Series A
Stock and Series B Stock  could have been  converted  immediately  prior to such
recapitalization,

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<PAGE>


reclassification or change, all subject to further adjustment as provided herein
or with respect to such other securities or property by the terms thereof.

                  (g) Reorganizations. If at any time or from time to time after
the  Series B  Reference  Date there is a capital  reorganization  of the Common
Stock    (other    than   a    recapitalization,    subdivision,    combination,
reclassification,  exchange or  substitution of shares provided for elsewhere in
this Section 4 or in Section  3(d)),  as a part of such  capital  reorganization
provision shall be made so that the holders of the Series A Stock and the Series
B Stock shall  thereafter be entitled to receive upon  conversion of such series
of Preferred Stock the number of shares of stock or other securities or property
of the  Corporation  to which a holder of the  number of shares of Common  Stock
deliverable   upon   conversion   would  have  been  entitled  on  such  capital
reorganization,  subject to adjustment in respect of such stock or securities by
the terms thereof. In any such case, appropriate adjustment shall be made in the
application  of the  provisions  of this Section 4 with respect to the rights of
the  holders  of the Series A Stock and the  Series B Stock  after such  capital
reorganization  to the end that the  provisions  of this  Section  4  (including
adjustment of the Conversion  Price of the Series A Stock and the Series B Stock
then in effect and the number of shares issuable upon conversion of the Series A
Stock and the  Series B Stock)  shall be  applicable  after that event and be as
nearly equivalent as practicable.

                  (h) Adjustment to Series A Stock and Series B Stock Conversion
Price for Sale of Shares Below the Conversion Price.

                           (1) Adjustments to Series A Stock  Conversion  Price.
Upon each issuance by the Corporation of Additional Shares of Common Stock after
the Series A Reference Date,  without  consideration or for a consideration  per
share  less  than  the  Conversion  Price  for  the  Series  A Stock  in  effect
immediately  prior to each such issuance,  the Conversion Price for the Series A
Stock in effect  immediately prior to each such issuance shall forthwith (except
as otherwise  provided in this Section 4) be adjusted to a price  determined  by
multiplying  such  Conversion  Price by a fraction,  (A) the  numerator of which
shall  be the sum of (i) the  number  of  shares  of  Common  Stock  outstanding
immediately  prior to such  issue or sale,  plus  (ii) the  number  of shares of
Common Stock that the aggregate  consideration  received (or deemed received) by
the  Corporation  for the total number of  Additional  Shares of Common Stock so
issued (or deemed issued) would purchase at such Conversion  Price,  and (B) the
denominator  of which  shall be the sum of (i) the  number  of  shares of Common
Stock outstanding  immediately prior to such issue or sale, plus (ii) the number
of shares such Additional Shares of Common Stock so issued (or deemed issued).

                           (2) Adjustments to Series B Stock  Conversion  Price.
Upon each issuance by the Corporation of Additional Shares of Common Stock after
the Series B Reference Date,  without  consideration or for a consideration  per
share  less  than  the  Conversion  Price  for  the  Series  B Stock  in  effect
immediately  prior to each such issuance,  the Conversion Price for the Series B
Stock in effect  immediately prior to each such issuance shall forthwith (except
as  otherwise  provided  in this  Section 4) be adjusted to a price equal to the
consideration per share received (or deemed received) by the Corporation for the
Additional Shares of Common Stock so issued (or deemed issued).

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                           (3)  Consideration.  For the  purpose  of making  any
adjustment in the Conversion Price for the Series A Stock and the Series B Stock
under this Section 4(h), consideration received by the Corporation for any issue
or sale of securities shall:

                                    (A) to the extent it  consists  of cash,  be
computed at the net amount of cash received by the  Corporation  after deduction
of any underwriting or similar commissions, concessions, or compensation paid or
allowed by the Corporation in connection with such issue or sale;

                                    (B) to the extent it  consists  of  property
other than cash, be computed at the fair value of that property as determined in
good faith by the Board; and

                                    (C) if  Additional  Shares of Common  Stock,
Convertible  Securities  (as  hereinafter  defined),  or  rights or  options  to
purchase either Additional Shares of Common Stock or Convertible  Securities are
issued or sold  together  with other stock or  securities or other assets of the
Corporation for a consideration  that covers both, be computed as the portion of
the consideration so received that may be reasonably determined in good faith by
the Board to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options.

                           (4)  Adjustment  Formula for  Issuances  of Rights or
Options, or Convertible  Securities.  For the purpose of the adjustment provided
in this  Section  4(h),  if at any time or from time to time  after the Series A
Reference  Date,  with respect to the Series A Stock,  or the Series B Reference
Date, with respect to the Series B Stock,  the Corporation  issues any rights or
options for the  purchase  of, or stock or other  securities  convertible  into,
Additional  Shares  of  Common  Stock  (such  convertible  stock  or  securities
hereinafter  referred to as "Convertible  Securities") then in each case, if the
Effective Price (as hereinafter defined) of such rights, options, or Convertible
Securities  is less  than the  Conversion  Price  for the  Series A Stock or the
Series B Stock, as appropriate,  in effect  immediately  prior to such issuance,
the  Corporation  shall be deemed to have issued at the time of the  issuance of
such  rights  or  options  or  Convertible  Securities  the  maximum  number  of
Additional  Shares of Common Stock issuable upon exercise or conversion  thereof
and to have received as consideration  for the issuance of such shares an amount
equal  to the  total  amount  of the  consideration,  if  any,  received  by the
Corporation   for  the  issuance  of  such  rights  or  options  or  Convertible
Securities,  plus, in the case of such options or rights, the minimum amounts of
consideration,  if  any,  payable  to the  Corporation  upon  full  exercise  or
conversion of such options or rights. As used in this Section 4(h)(4),  the term
"Effective Price" means the quotient  determined by dividing the total of all of
such  consideration by such maximum number of Additional Shares of Common Stock.
No  further  adjustment  of the  Conversion  Price for the Series A Stock or the
Series  B  Stock,  adjusted  upon  the  issuance  of such  rights,  options,  or
Convertible  Securities  shall  be made as  result  of the  actual  issuance  of
Additional  Shares of  Common  Stock  upon the  exercise  of any such  rights or
options or the conversion of any such Convertible Securities.

         If any such rights or options or the conversion  privilege  represented
by any such Convertible  Securities  expire without having been exercised,  then
the  Conversion  Price  for the  Series  A Stock  and the  Series  B  Stock,  as
appropriate,  adjusted upon the issuance of such rights, options, or Convertible
Securities shall be readjusted to the applicable Conversion Price that

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would have been in effect had an adjustment been made on the basis that the only
Additional Shares of Common Stock so issued were the Additional Shares of Common
Stock, if any, actually issued or sold on the exercise of such rights or options
or rights of  conversion of such  Convertible  Securities,  and such  Additional
Shares of  Common  Stock,  if any,  were  issued  or sold for the  consideration
actually received by the Corporation upon such exercise, plus the consideration,
if any, actually received by the Corporation for the granting of all such rights
or  options,  whether or not  exercised,  plus the  consideration  received  for
issuing or selling  the  Convertible  Securities  actually  converted,  plus the
consideration,  if any, actually received by the Corporation upon the conversion
of such Convertible Securities.

                           (5) Adjustments for Issuance of Rights or Options for
Convertible  Securities.  For the  purpose of the  adjustment  provided  in this
Section  4(h),  if at any time or from time to time after the Series A Reference
Date,  with respect to the Series A Stock,  or the Series B Reference Date, with
respect to the Series B Stock, the Corporation  issues any rights or options for
Convertible Securities,  then, in each such case, if the Effective Price thereof
is less than the then  current  Conversion  Price for the  Series A Stock or the
Series B Stock, as appropriate,  the Corporation  shall be deemed to have issued
at the time of the  issuance of such  rights or options  the  maximum  number of
Additional  Shares of Common Stock issuable upon  conversion of the total amount
of Convertible Securities covered by such rights or options and to have received
as consideration  for the issuance of such Additional  Shares of Common Stock an
amount equal to the amount of consideration, if any, received by the Corporation
for the  issuance  of such  rights  or  options,  plus  the  minimum  amount  of
consideration, if any, payable to the Corporation upon the full exercise of such
rights or options plus the minimum amount of  consideration,  if any, payable to
the Corporation upon the full conversion of such Convertible Securities. As used
in  this  Section  4(h)(5),  the  term  "Effective  price"  means  the  quotient
determined  by dividing the total amount of such  consideration  by such maximum
number of  Additional  Shares of Common  Stock.  No  further  adjustment  of the
Conversion Price for the Series A Stock or the Series B Stock, adjusted upon the
issuance  of such  rights or  options  shall be made as a result  of the  actual
issuance  of the  Convertible  Securities  upon the  exercise  of such rights or
options or upon the actual  issuance of  Additional  Shares of Common Stock upon
the conversion of such Convertible Securities. The provisions of Section 4(h)(4)
hereof for the  readjustment of the Conversion  Price for the Series A Stock and
the  Series B Stock  upon the  expiration  of rights or options or the rights of
conversion of Convertible  Securities shall apply equally to the rights, options
and Convertible Securities referred to in this Section 4(h)(5).

                  (i) Accountants' Certificate of Adjustment. In each case of an
adjustment or readjustment  of any Conversion  Price for the number of shares of
Common Stock or other  securities  issuable  upon  conversion  of the  Preferred
Stock, the Corporation,  at its expense, upon the written request of a holder of
Preferred Stock for which the Conversion Price has been so adjusted, shall cause
independent   public   accountants  of  recognized   standing  selected  by  the
Corporation  (who may be the independent  public  accountants  then auditing the
books  of the  Corporation)  to  compute  such  adjustment  or  readjustment  in
accordance  with the  provisions  hereof and prepare a certificate  showing such
adjustment  or  readjustment,  and shall mail such  certificate,  by first class
mail, postage prepaid,  to such registered holder of the Preferred Stock, and to
all other holders of the same series of Preferred Stock, at the holders' address
as shown in the  Corporation's  books.  The  certificate  shall set  forth  such
adjustment or readjustment, showing

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in reasonable  detail the facts upon which such  adjustment or  readjustment  is
based,  including a statement of the Conversion  Price at the time in effect and
the type  and  amount,  if any,  of other  property  which at the time  would be
received upon conversion of the relevant Preferred Stock.

                  (j)  Notices  of  Record  Date.  Upon  (i) any  taking  by the
corporation of a record of the holders of any Preferred Stock for the purpose of
determining  the  holders  thereof who are  entitled to receive any  dividend or
other distribution,  or (ii) any capital reorganization of the Corporation,  any
reclassification  or  recapitalization  of the capital stock of the Corporation,
any  merger  or  consolidation  of  the  Corporation  with  or  into  any  other
corporation,  or any  transfer  of all or  substantially  all the  assets of the
Company  to any  other  person  or any  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Corporation, the Corporation shall mail to each
holder of  Preferred  Stock at least  thirty  (30) days prior to the record date
specified  therein a notice  specifying (1) the date on which any such record is
to be taken for the purpose of such dividend or  distribution  and a description
of such dividend or distribution, (2) the date on which any such reorganization,
reclassification,  transfer, consolidation,  merger, dissolution, liquidation or
winding up is expected to become effective, and (3) the date, if any, that is to
be fixed as to when the holders of record of Common Stock (or other  securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for  securities  or  other  property   deliverable  upon  such   reorganization,
reclassification,  transfer, consolidation,  merger, dissolution, liquidation or
winding  up;  provided  that such  30-day  notice  may be waived by the  written
consent of the holders of at least a majority of the then outstanding  Preferred
Stock and such  waiver  if  obtained  automatically  shall  be binding  upon all
holders of Preferred Stock.

                  (k) Automatic Conversion.

                           (1)      (A) Automatic  Conversion of Series A Stock.
Subject to the provisions of Subsections  4(k)(2) and (3) hereof,  each share of
Series A Stock shall be  converted  automatically  into  shares of Common  Stock
based on the then effective Conversion Price for such share, upon the earlier of
(A)  the  closing  of a  firmly  underwritten  public  offering  pursuant  to an
effective registration statement under the Securities Act of 1933, as amended (a
"Registration  Statement")  covering  the offer and sale of Common Stock for the
account of the  Corporation at a price per share of at least $4.00  (adjusted to
reflect subsequent stock splits, stock dividends,  or recapitalizations  and the
like) with an aggregate  offering  price for all shares under such  Registration
Statement  of at least  $3,000,000.00,  (B) at such time as fewer  than  800,000
shares  of the  Series A Stock  remain  outstanding,  or (C) upon the  voluntary
consent of a majority of the voting power of the then outstanding  shares of the
Series A Stock.

                                    (B) Automatic  Conversion of Series B Stock.
Subject to the provisions of Subsections  4(k)(2) and (3) hereof,  each share of
Series B Stock shall be  converted  automatically  into  shares of Common  Stock
based on the then effective Conversion Price for such share, upon the earlier of
(A)  the  closing  of a  firmly  underwritten  public  offering  pursuant  to an
effective registration statement under the Securities Act of 1933, as amended (a
"Registration  Statement")  covering  the offer and sale of Common Stock for the
account of the Corporation with an aggregate offering price for all shares under
such  Registration  Statement  of at least  $15,000,000.00,  (B) at such time as
fewer than 100,000 shares of the Series B Stock remain

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<PAGE>


outstanding, or (C) upon the voluntary consent of a majority of the voting power
of the then outstanding shares of the Series B Stock.

                           (2) Automatic conversion under Section 4(k)(l) hereof
shall be conditioned  upon payment by the Corporation of all declared and unpaid
dividends on the  outstanding  Preferred Stock to be converted and including the
date of such  conversion,  payable  either  in cash  or,  at the  option  of the
Corporation,  Common Stock  (valued at the Common Stock Fair Market  Value),  or
both.

                           (3)  Upon  the   occurrence  of  any  of  the  events
specified in Section  4(k)(1) hereof,  the  outstanding  shares of the Preferred
Stock shall be converted automatically without any further action by the holders
of such shares and whether or not the certificates  representing such shares are
surrendered to the Corporation or its transfer agent;  provided,  however,  that
the  Corporation  shall not be obligated to issue  certificates  evidencing  the
shares of Common Stock  issuable upon such  conversion  unless the  certificates
evidencing  such  shares  of  Preferred  Stock  are  either   delivered  to  the
Corporation or its transfer agent as provided  below, or the holder notifies the
Corporation or its transfer agent that such  certificates have been lost, stolen
or destroyed  and  executes an  agreement  satisfactory  to the  Corporation  to
indemnify the  Corporation  from any loss incurred by it in connection with such
certificates.  Upon the occurrence of such automatic conversion of the Preferred
Stock,  the holders of the  Preferred  Stock shall  surrender  the  certificates
representing  such shares at the office of the Corporation or any transfer agent
for the Preferred  Stock or Common Stock.  Thereupon,  there shall be issued and
delivered  to such  holder  promptly  at such office and in its name as shown on
such surrendered certificate or certificates,  a certificate or certificates for
the number of shares of Common  Stock into which the shares of  Preferred  Stock
surrendered  were  convertible  on the date on which such  automatic  conversion
occurred.

                  (l) Fractional  Shares.  No fractional  shares of Common Stock
shall be issued upon  conversion of Preferred  Stock.  In lieu of any fractional
share to which the holder would otherwise be entitled, the Corporation shall pay
cash equal to the product of such  fraction  multiplied by the Common Stock Fair
Market Value on the date of conversion.

                  (m)  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 the 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 the Preferred  Stock. If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the  conversion  of all then  outstanding  shares of the  Preferred  Stock,  the
Corporation  shall  take such  corporate  action as may,  in the  opinion of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

                  (n) Notices.  Any notice  required by the  provisions  of this
Section 4 to be given to or by the  holders  of shares  of the  Preferred  Stock
shall be deemed  given upon the earlier of actual  receipt or  seventy-two  (72)
hours after the same has been  deposited in the United States mail, by certified
or registered mail, return receipt requested, postage prepaid, and addressed to

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<PAGE>


each holder of record at the address of such  holder  appearing  on the books of
the Corporation, or to the Corporation as to notices from holders.

                  (o)  Payment  of Taxes.  The  Corporation  shall pay all taxes
(other than taxes based upon income) and other governmental  charges that may be
imposed  with  respect to the issue or delivery  of shares of Common  Stock upon
conversion of shares of Preferred Stock, including without limitation any tax or
other charge imposed in connection  with any transfer  involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Preferred Stock so converted were registered.

                  (p)  No  Impairment.  The  Corporation  shall  not  amend  its
Certificate of Incorporation or participate in any  reorganization,  transfer of
assets, consolidation,  merger, dissolution,  issue or sale of securities or any
other  voluntary  action,  for the  purpose of  avoiding or seeking to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder  by the  Corporation,  but shall at all times in good faith  assist in
carrying out all such action as may be reasonably  necessary or  appropriate  in
order to protect the  conversion  rights of the holders of the  Preferred  Stock
against dilution or other impairment.

         5. Voting  Rights.  The holder of each share of  Preferred  Stock shall
have the right to one (1) vote for each  share of Common  Stock  into which such
Preferred Stock could then be converted (with any fractional share determined on
an aggregate  conversion  basis being rounded to the nearest  whole share),  and
with respect to such vote, such holder shall have full voting rights and powers,
equal to the voting rights and powers of the holders of Common Stock,  and shall
be  entitled,   notwithstanding   any  provision   hereof,   to  notice  of  any
stockholders'  meeting in accordance  with the bylaws of this  corporation,  and
shall be entitled to vote,  together  as a single  class with  holders of Common
Stock,  with respect to any question upon which holders of Common Stock have the
right to vote.

         6. Status of Converted Preferred Stock. In case any shares of Preferred
Stock shall be converted  pursuant to Section 4 hereof,  the shares so converted
shall be cancelled and shall cease to be a part of the authorized  capital stock
of the Corporation.

         7.  Restrictions  and  Limitations.  So long as any shares of Preferred
Stock remain outstanding, the consent of the holders of a majority of the Series
A Stock and the  Series B Stock  then  outstanding,  each  voting as a  separate
series,  shall be required  with respect to any action that involves any merger,
reorganization  or sale by the  Corporation of all or  substantially  all of its
assets."

THIRD:  The  above  amendments  of the  Certificate  of  Designation,  Statement
Establishing  the Series F Convertible  Preferred  Stock, and the designation of
the Series B Convertible  Stock, have been duly adopted and approved pursuant to
Section  151 and  Section  242 of the  General  Corporation  Law of the State of
Delaware by the directors and stockholders of this Corporation,  and the written
consent of the  stockholders  entitled to vote on the above  amendments has been
given in accordance with Section 228 of the General Corporation Law of the State
of Delaware.  The number of shares  voting in favor of the  foregoing  amendment
equaled or exceeded the vote  required,  such  required vote being a majority of
the outstanding shares of Common Stock and

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<PAGE>


Series F Preferred  Stock voting  together as a single class,  and a majority of
the outstanding shares of Series F Preferred Stock, voting as a separate class.

         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by Richard Lang, this  Corporation's  Chief Executive  Officer,  and duly
attested by John  Micek,  III,  this  Corporation's  Secretary,  this 7th day of
January, 1999.


                                      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

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