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 "CATALINA CAPITAL CORP.".  FILED IN THIS OFFICE ON THE FOURTH DAY
OF AUGUST. A.D. 1992, AT 9:02 O'CLOCK A.M.







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

                                          AUTHENTICATION:
                                                                   7965002
<PAGE>
2229021 8100                              DATE:
                                                                   05-29-99
960155750


<PAGE>

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:02 AM 08/04/1992
                                                           922175317 - 2229021

                           CERTIFICATE OF DESIGNATION

                STATEMENT ESTABLISHING SERIES OF PREFERRED STOCK
                                       OF
                             CATALINA CAPITAL CORP.


         Pursuant  to  the  requirements  of  Section  151(a)  or  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 C 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 31st day of July, 1992.


                                         CATALINA CAPITAL CORP.

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

ATTEST:

/s/ Frank L. Kramer
--------------------------------
Frank L. Kramer, Secretary
<PAGE>


                                    EXHIBIT A

                            SERIES C 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  will have  voting  rights in the event of an  attempted
takeover for the reasons set forth in the following background summary.

Background Summary

         In connection with the Corporation's acquisition of Explore Technology,
Inc., an Arizona corporation  ("Explore"),  the Corporation's Board of Directors
has deemed it necessary to  require that the reversionary interest in the patent
assignment  to Explore of Explore's  patents be  terminated.  This  reversionary
interest was  originally  created by the owners of the patent  rights to protect
against the possibility of someone  acquiring control of Explore for the purpose
of delaying or  discontinuing  the  development  or marketing of the  technology
covered by the patents.

         The  holders  of  the  reversionary   interest  have  agreed  with  the
Corporation to terminate their reversionary interest effective on the closing of
the acquisition of Explore in consideration for the  Corporation's  agreement to
issue shares of preferred  stock having voting rights which are triggered in the
event of a takeover of the Corporation.

         NOW,  THEREFORE,  be it  resolved  that  there  shall be one  series of
Preferred Stock of the Corporation  designated  "Series C Preferred  Stock." The
number of shares  of Series C  Preferred  Stock  shall be  20,000.  The  powers,
designations, preferences and relative, participating, optional or other special
rights of the shares of the  Series C  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
C Preferred Stock 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  Series C  Preferred  Stock  shall not be  entitled  to
receive  any  amounts  out  of  the  assets  of the  Corporation  available  for
distribution to its stockholders.

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

         4. Voting Rights. The voting rights described in the next sentence will
be  triggered  if, and only if, a person (or group within the meaning of Section
13(d)(3) of the Securities  Exchange Act of 1934),  acquires  either in the open
market or through transactions directly with then existing shareholders,  20% or
more of the outstanding shares of the Corporation's  Common Stock. Each share of
Series C 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 C  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 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 C 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 C Preferred Stock are entitled to 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 votes
which  the  holders  of  Series  C  Preferred   Stock  are  entitled  to  shall,
concurrently  with the  effectiveness of such combination or  consolidation,  be
proportionately decreased.


                                       -2-


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         5. Expiration  Date. The shares of Series C Preferred Stock will expire
on July 31, 1997, and have no further rights thereafter.

         6. Redemption Provision. The shares of Series C Preferred Stock are
not redeemable.


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(SN8334-c.stm)