<PAGE>

                                                                   EXHIBIT 10.32

                          CERTIFICATE OF DESIGNATION
                                      OF
               RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
                                      OF
                           SERIES A PREFERRED STOCK
                                      OF
                         INTERPLAY ENTERTAINMENT CORP.

                      (Pursuant to Section 151(g) of the
               General Corporation Law of the State of Delaware)

          The undersigned, Brian Fargo and Manuel Marrero, hereby certify that:

          FIRST:  They are the duly elected and acting Chief Executive Officer
and Secretary, respectively, of Interplay Entertainment Corp., a Delaware
corporation ( the "Corporation").

          SECOND:  That the Amended and Restated Certificate of Incorporation of
the Corporation authorizes 5,000,000 shares of preferred stock, $0.001 par value
per share ("Preferred Stock"), none of which have been designated.

          THIRD:  The following is a true and correct copy of resolutions duly
adopted by the Board of Directors of the Corporation at a meeting duly held on
April 13, 2000, which constituted all requisite action on the part of the
Corporation for adoption of such resolutions.

                                  RESOLUTIONS

          WHEREAS, the Board of Directors of the Corporation is authorized to
provide for the issuance of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or restrictions
thereof; and

          WHEREAS, the Board of Directors desires, pursuant to its authority as
aforesaid, to designate a new series of Preferred Stock, set the number of
shares constituting such series and fix the rights, preferences, privileges and
restrictions of such series;

          NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
designates a new series of Preferred Stock and the number of shares constituting
such series and fixes the rights, preferences, privileges and restrictions
relating to such shares as follows:

          Rights, Preferences and Restrictions of Series A Preferred Stock.  The
          ----------------------------------------------------------------
rights, preferences, privileges and restrictions granted to and imposed on the
second series of Preferred Stock, which shall be designated "Series A Preferred
Stock" and which shall consist of seven hundred nineteen thousand four hundred
twenty-four (719,424) shares, are as set forth below.

               1.   Dividend Provisions.  Subject to the rights of any series of
                    -------------------
Preferred Stock which may hereafter come into existence, the holders of shares
of Series A Preferred Stock shall be entitled to receive cumulative dividends,
out of any assets legally available therefore, prior and in preference to any
declaration or payment of any dividend (payable other than in Common Stock or
<PAGE>

other securities and rights convertible into or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock of this
Corporation) on the Common Stock of this Corporation, at the rate of six percent
(6%) of the Original Series A Issue Price per annum per share, as adjusted for
any stock splits, combinations or dividends following the effectiveness of this
Certificate of Designation with respect to the Series A Preferred Stock, payable
when, as, and if declared by the Corporation's Board of Directors.  Such
dividends shall be payable in cash or, at the option of the holder of Series A
Preferred Stock, in a number of shares of the Corporation's Common Stock equal
to the unpaid dividends accrued on such Series A Preferred Stock divided by the
lower of (i) the Conversion Price (as defined below) or (ii) (if paid upon the
conversion of shares of Series A Preferred Stock) the Alternate Conversion Price
(as defined below).

          2.   Liquidation, Dissolution or Winding Up.
               --------------------------------------

               (a)  Preference of Series A Preferred Stock.  In the event of any
                    --------------------------------------
liquidation, dissolution, or winding up of the Corporation (in which case the
Company shall give the holder(s) of the Series A Preferred Stock ten (10) days
prior written notice), whether voluntary or involuntary, subject to the rights
of series of Preferred Stock that may hereafter come into existence, holders of
each share of Series A Preferred Stock shall be entitled to be paid, out of the
assets of the Corporation available for distribution to holders of the
Corporation's capital stock, whether such assets are capital, surplus or
earnings, an amount equal to Twenty-Seven and 80/100 Dollars ($27.80) per
outstanding share (as adjusted for any stock dividends, combinations or splits
following the effectiveness of this Certificate of Designation with respect to
the Series A Preferred Stock) (the "Original Series A Issue Price"), plus any
accrued but unpaid dividends, whether or not declared (collectively, the "Series
A Liquidation Amount"), before any sums shall be paid or any assets distributed
among the holders of shares of Common Stock or shares ranking junior on
liquidation to the Series A Preferred Stock. If the assets of the Corporation
shall be insufficient to permit the payment in full to the holders of the Series
A Preferred Stock of the amount thus distributable, then, subject to the
liquidation preferences of any subsequently designated series of Preferred
Stock, the entire assets of the Corporation available for such distribution
shall be distributed ratably among the holders of the Series A Preferred Stock,
based on the aggregate liquidation preferences of such Series. After such
payment shall have been made in full to the holders of the Series A Preferred
Stock or funds necessary for such payment shall have been set aside by the
Corporation in trust for the account of holders of the Series A Preferred Stock
so as to be available for such payment, subject to the rights of any
subsequently designated series of Preferred Stock, the remaining assets of the
Corporation available for distribution to stockholders shall be distributed
ratably among the holders of Common Stock.

               (b)  Consolidation and Merger.  A consolidation, reorganization
                    ------------------------
or merger, or similar transaction or series of transactions, (other than a
consolidation, reorganization or merger, or similar transaction or series of
transactions, in which the holders of voting securities of the Corporation
immediately before the consolidation, reorganization or merger, or similar
transaction or series of transactions, own (immediately after the consolidation,
reorganization or merger, or similar transaction or series of transactions,)
voting securities of the surviving or acquiring corporation, or of a parent
party of such surviving or acquiring corporation, possessing more than 50% of
the voting power of such surviving or acquiring corporation or parent party) of
the Corporation or a sale of all or substantially all of the assets of the
Corporation (any of which events is hereinafter referred to as a
"Reorganization") shall be regarded as a liquidation, dissolution or winding up
of the affairs of the Corporation within the meaning of this Section 2. The
Corporation shall give each holder of record of Series A Preferred Stock written
notice of such impending transaction not later than twenty (20)

                                       2
<PAGE>

days prior to the stockholders' meeting called to approve such transaction, or
twenty (20) days prior to the closing of such transaction, whichever is earlier,
and shall also notify such holders in writing of the final approval of such
transaction. Such notice shall describe the then known material terms and
conditions of the impending transaction and the provisions of this Section 2.
The transaction shall in no event take place sooner than twenty (20) days after
the Corporation has given such notice provided for herein; provided, however,
that such periods may be shortened and such notice may be waived upon the
written consent of the holders of Series A Preferred Stock that represent at
least a majority of the voting power of all then outstanding shares of Series A
Preferred Stock.

               (c)  Distributions Other Than Cash.  Whenever the distribution
                    -----------------------------
provided for herein shall be paid in property other than cash, the value of such
distribution shall be the fair market value of such property as mutually
determined in good faith by the Board of Directors of the Corporation and the
holders of a majority of the Series A Preferred Stock; provided, however, in the
event the Board of Directors and the holders of the Series A Preferred Stock can
not agree on the fair market value of the property to be distributed, the fair
market value of such property shall be determined by a mutually agreed upon
third party.

          3.   No Reissuance of the Preferred Stock.  No share or shares of the
               ------------------------------------
Series A Preferred Stock acquired by the Corporation by reason of purchase,
conversion or otherwise shall be reissued.  The Corporation may from time to
time take such appropriate corporate action as may be necessary to reduce the
authorized number of shares of the Series A Preferred Stock accordingly.

          4.   Conversion.  The holders of Series A Preferred Stock shall have
               ----------
conversion rights as follows (the "Conversion Rights"):

               (a)  Right to Convert.  Each share of Series A Preferred Stock
                    ----------------
shall be convertible, at the option of the holder thereof, at any time after the
earlier to occur of May 31, 2001 or one hundred eighty (180) days after the
occurrence of an Adjustment Event (as defined below) which is not cured during
the Cure Period (as defined below) (except as hereinafter provided), at the
office of this Corporation or any transfer agent for such stock, into such
number of fully paid and nonassessable shares of Common Stock as is determined
by dividing the Original Series A Issue Price by the conversion price applicable
to such share, determined as hereafter provided (the "Series A Conversion
Price"), in effect on the date of conversion. The initial Series A Conversion
Price per share shall be ten percent (10%) of the Original Series A Issue Price
for such share; provided, however that the Series A Conversion Price shall be
subject to adjustment as set forth in subsection 4(d). Notwithstanding the
foregoing, in no event shall the Series A Preferred Stock be convertible into
more than 5,504,507 shares of Common Stock (the "Issuance Limit") unless the
issuance of the Series A Preferred Stock has been approved by vote of the
Company's stockholders in accordance with Delaware law (the "Required Approval")
prior to the date of such proposed conversion; provided that this limitation
shall cease to apply upon an Adjustment Event. Notwithstanding the foregoing,
the Series A Preferred Stock shall not be convertible during the Cure Period (as
defined in Section 4(d)(ii)(A) below).

               (b)  Automatic Conversion.  Each share of Series A Preferred
                    --------------------
Stock shall automatically be converted into shares of Common Stock at the Series
A Conversion Price in effect at the time immediately upon the vote or written
consent of holders of a majority of the then-outstanding shares of Series A
Preferred Stock, provided such vote or written consent occurs during a period in
which the Series A Preferred Stock would be convertible under Section 4(a)
above.

                                       3
<PAGE>

               (c)  Mechanics of Conversion.  Before any holder of Series A
                    -----------------------
Preferred Stock shall be entitled to convert the same into shares of Common
Stock pursuant to subsection 4(a), such holder shall surrender the certificate
or certificates therefor, duly endorsed, at the office of this Corporation or of
any transfer agent for the Series A Preferred Stock, and give written notice to
this Corporation at its principal corporate office of such holder's election to
convert the same, and shall state therein the name or names in which the
certificate or certificates for shares of Common Stock are to be issued. This
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Series A Preferred Stock, or to the nominee or nominees
of such holders, a certificate or certificates for the number of shares of
Common Stock to which such holder shall be entitled as aforesaid, together with
all unpaid dividends accruing on the Series A Preferred Stock from the date of
issuance through the date of conversion, payable as provided in Section 1
hereof, whether or not declared. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender of
the shares of Series A Preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date. In the event of an automatic
conversion pursuant to subsection 4(b), the outstanding shares of Series A
Preferred Stock shall be converted automatically without 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 that
the Corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such automatic conversion unless the
certificates evidencing such shares of Series A Preferred Stock are delivered to
the Corporation or its transfer agent.

               (d)  Conversion Price Adjustments of Preferred Stock. The Series
                    -----------------------------------------------
A Conversion Price shall be subject to adjustment from time to time as follows:

                    (i)   Adjustment Based on Market Price.  In the event that
                          --------------------------------
the product of (A) the average of the closing prices per share of the Company's
Common Stock as reported by Nasdaq for the twenty (20) trading days immediately
preceding the date of conversion and (B) 0.85 (such product, the "Alternate
Conversion Price") is less than the Series A Conversion Price in effect on the
date of conversion, then the Series A Conversion Price shall forthwith be
reduced to the Alternate Conversion Price.

                    (ii)  Adjustment Upon Default.  In the event that Greyrock
                          -----------------------
Capital or any of its successors, transferees or assignees (collectively,
"Greyrock") notifies either Titus Interactive SA or Titus Software Corporation
(collectively, "Titus") that Greyrock is making demand for payment under that
certain Continuing Guaranty dated April 14, 2000 (the "Guaranty"), or in the
event of an Event of Default under Section 54.1 of that certain Reimbursement
and Security Agreement dated April 134, 2000 among Titus Interactive SA, the
Corporation and Interplay OEM, Inc. (the "Reimbursement Agreement"), then, in
any of such events (each, an "Adjustment Event"), in addition to the other
adjustments under this Section 4(d), the Series A Conversion Price shall be
subject to the following adjustments:

                          (A) the Series A Conversion Price shall, automatically
upon such Adjustment Event, be reduced to $0.473998043 466818926 (subject to
adjustment for stock splits, combinations and dividends following the date
hereof with respect to the Common Stock); and

                          (B) in the event thatso long as (a) Titus does not pay
any amounts under the Guaranty, or (b) the Adjustment Event under Section 45.1
of the Reimbursement Agreement is

                                       4
<PAGE>

cured by the Corporation, within one hundred eighty (180) days following the
occurrence of the Adjustment Event (the "Cure Period"), the Series A Conversion
Price shall, concurrent with such cure, automatically be increased to the Series
A Conversion Price in effect immediately prior to the adjustment made pursuant
to subsection (A) above; and

                         (C)  in the event that (a) Titus pays amounts under the
Guaranty and (b) the Adjustment Event is not cured by the Corporation within the
Cure Period, then, as of the first day following the end of the Cure Period, the
Series A Conversion Price shall be automatically adjusted to an amount obtained
by the following formula (provided, however, that in no event shall the
resulting Series A Conversion Price be less than $0.466818926473998043 (subject
to adjustment for stock splits, combinations and dividends following the date
hereof with respect to the Common Stock) or more than $2.78 (subject to
adjustment for stock splits, combinations and dividends following the date
hereof with respect to the Common Stock):

        X  =          20,000,000
               -------------------------------
               Z + 5,000,000 (10-Y)

where:  X  =   the new Series A Conversion Price;

        Y  =   the lesser of (a) $10.00 per share (subject to adjustment for
               stock splits, combinations and dividends following the date
               hereof with respect to the Common Stock) or (b) the average
               closing price per share as reported by Nasdaq for the twenty (20)
               trading days immediately preceding the last day of the Cure
               Period; and

        Z  =   the greater of (a) $20,000,000 divided by $2.78 (subject to
               adjustment for stock splits, combinations and dividends following
               the date hereof with respect to the Common Stock) or (b)
               $20,000,000 divided by the product of .85 and Y.

     The formula set forth above shall be equitably adjusted in the event of any
stock splits, combinations and dividends following the date hereof with respect
to the Common Stock so as to preserve, as closely as possible, the conversion
rights of the Series A Preferred Stock hereunder.

                    (iii) Adjustment for Splits and Dividends.  In the event
                          -----------------------------------
the Corporation should at any time or from time to time following the
effectiveness of this Certificate of Designation fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into or exercisable for, or entitling the
holder thereof to receive directly or indirectly, additional shares of Common
Stock (hereinafter referred to as "Common Stock Equivalents") without payment of
any consideration by such holder for the additional shares of Common Stock or
the Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend distribution, split or subdivision if no record date
is fixed), the Series A Conversion Price shall be appropriately decreased so
that the number of shares of Common Stock issuable on conversion of each share
of Series A Preferred Stock shall be increased in proportion to such increase of
the aggregate of shares of Common Stock outstanding and those issuable with
respect to such Common Stock Equivalents.

                                       5
<PAGE>

                    (iv) Adjustment for Combinations.  If the number of shares
                         ---------------------------
of Common Stock outstanding at any time following the effectiveness of this
Certificate of Designation is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the
Series A Conversion Price shall be appropriately increased so that the number of
shares of Common Stock issuable on conversion of each share of the Series A
Preferred Stock shall be decreased in proportion to such decrease in outstanding
shares.

               (e)  Other Distributions.  In the event this Corporation shall
                    -------------------
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by this Corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection (iii), then, in
each such case, the holders of Series A Preferred Stock shall be entitled to a
proportionate share of any such distribution as though they were the holders of
the number of shares of Common Stock of the Corporation into which their shares
of Series A Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of the Corporation entitled to
receive such distribution.

               (f)  Recapitalizations.  If at any time or from time to time
                    -----------------
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section 4), provision shall be made so that the holders of Series A
Preferred Stock shall thereafter be entitled to receive upon conversion of such
Series A Preferred Stock the number of shares of stock or other securities or
property of the Corporation or otherwise, to which a holder of Common Stock
deliverable upon conversion would have been entitled on such recapitalization.
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 Series
A Preferred Stock after the recapitalization to the end that the provisions of
this Section 4 (including adjustment of the Series A Conversion Price then in
effect and the number of shares purchasable upon conversion of Series A
Preferred Stock) shall be applicable after that event as nearly equivalent as is
practicable.

               (g)  No Impairment.  This Corporation will not, by amendment of
                    -------------
its Certificate of Incorporation or through any reorganization,
recapitalization, 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 this Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 4 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 Series A Preferred Stock against impairment.

               (h)  No Fractional Shares and Certificate as to Adjustments.
                    ------------------------------------------------------


                    (i)  No fractional shares shall be issued upon the

conversion of any share or shares of Series A Preferred Stock, and the number of
shares of Common Stock to be issued shall be rounded to the nearest whole share.
Whether or not fractional shares are issuable upon such conversion shall be
determined on the basis of the total number of shares of Series A Preferred
Stock the holder is at the time converting into Common Stock and the number of
shares of Common Stock issuable upon such aggregate conversion

                    (ii) Upon the occurrence of each adjustment or readjustment

of the Series A Conversion Price pursuant to this Section 4, this Corporation,
at its expense, shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare

                                       6
<PAGE>

and furnish to each holder of Series A Preferred Stock a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. This Corporation shall, upon the
written request at any time of any holder of Series A Preferred Stock, furnish
or cause to be furnished to such holder a like certificate setting forth (A)
such adjustment and readjustment, (B) the Series A Conversion Price at the time
in effect, and (C) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the conversion of a
share of Series A Preferred Stock.

                    (iii)  Reservation of Stock Issuable Upon Conversion.  This
                           ---------------------------------------------
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 A Preferred Stock such number of shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of Series A 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 then outstanding shares of Series A Preferred
Stock, in addition to such other remedies as shall be available to the holder of
such Series A Preferred Stock, this Corporation will 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 purposes, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment
to the Corporation's Certificate of Incorporation, as then in effect.

                    (iv)   Notices.  Any notice required by the provisions of
                           -------
this Section 4 to be given to the holders of shares of Series A Preferred Stock
shall be deemed given if deposited in the United States registered or certified
mail, postage prepaid, return receipt requested and addressed to each holder of
record at his address appearing on the books of this Corporation.

          5.   Redemption.  At any time and from time to time following the
               ----------
issuance of any shares of Series A Preferred Stock, the Corporation may, in its
sole discretion, redeem all or any portion of the outstanding shares of Series A
Preferred Stock by paying for each share in cash an amount equal to the Original
Series A Issue Price (as adjusted for stock splits, stock dividends or similar
events with respect to the Series A Preferred Stock) plus all accrued but unpaid
dividends, if any (whether or not declared), such amount being referred to
herein as the "Redemption Price" for such shares; provided, however, that the
Corporation may not exercise any rights under this Section 5 at any time that
the Guaranty is outstanding or Titus or its assignee has not been repaid all
amounts due and owing under the Reimbursement Agreement.

                    (i)    Surrender of Stock.  Within ten (10) business days
                           ------------------
following receipt of written notice from the Corporation of its election to
redeem shares of Series A Preferred Stock hereunder, each holder of shares of
Series A Preferred Stock to be redeemed shall surrender the certificate or
certificates representing such shares to the Corporation, and thereupon the
Redemption Price for such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof, and
each surrendered certificate shall be cancelled and retired. In the event less
than all shares represented by such certificate are redeemed, a new certificate
will be issued representing the unredeemed shares.

                    (ii)   Partial Redemption.  From and after each date of
                           ------------------
redemption of shares of Series A Preferred Stock (each, a "Redemption Date"),
unless there shall have been a default in payment of the Redemption Price, all
rights of the holders as to the shares of Series A Preferred Stock to be
redeemed on such date (except the right to receive the Redemption Price

                                       7
<PAGE>

without interest upon surrender of their certificate or certificates) shall
cease with respect to such shares, and such shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever.

                    (iii)  Redemption Mechanics.  On the applicable Redemption
                           --------------------
Date, the Corporation shall deposit the aggregate Redemption Prices for the
Series A Preferred Stock to be redeemed with a bank or trust company having
aggregate capital and surplus in excess of $100,000,000 as a trust fund for the
benefit of the respective holders of the shares surrendered for redemption and
not yet redeemed.  Simultaneously, this Corporation shall deposit irrevocable
instructions and authority to such bank or trust company to pay, on and after
the applicable Redemption Date, the Redemption Price of the Series A Preferred
Stock to the holders thereof upon surrender of their certificates.  Any moneys
deposited by the Corporation pursuant to this Section 5 for the redemption of
shares which are thereafter converted into shares of Common Stock pursuant to
Section 4 no later than the close of business on the applicable Redemption Date
shall be returned to the Corporation forthwith upon such conversion.  The
balance of any moneys deposited by the Corporation pursuant to this Section 5
remaining unclaimed at the expiration of one year following the applicable
Redemption Date shall thereafter be returned to the Corporation, provided that
the shareholder to which such monies would be payable hereunder shall be
entitled, upon proof of its ownership of the Series A Preferred Stock and
payment of any bond requested by the Corporation, to receive such monies, but
without interest, from the applicable Redemption Date.

          6.   Voting Rights.  The holder of each share of Series A Preferred
               -------------
Stock shall have the right to one vote for each share of Common Stock into which
such share of Series A Preferred Stock could then be converted (subject to the
limitation set forth in the penultimate sentence of Section 4(a)), 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 with holders of Common Stock, with respect to any question
upon which holders of Common Stock have the right to vote as a single class,
unless otherwise prohibited by law.  Fractional votes shall not, however, be
permitted and any fractional voting rights available on an as-converted basis
(after aggregating all shares into which shares of Series A Preferred Stock held
by each holder could be converted) shall be rounded to the nearest whole number
(with one-half being rounded upward).

          7.   Protective Provisions of Series A Preferred Stock.  So long as
               -------------------------------------------------
at least 100,000 shares of Series A Preferred Stock (as adjusted for stock
splits, combinations or similar events) are outstanding, this Corporation shall
not, without first obtaining the approval (by vote or written consent, as
provided by law) of the holders of a majority of the outstanding shares of
Series A Preferred Stock voting as a single class (with each share of Series A
Preferred Stock having a number of votes equal to the number of shares of Common
Stock into which such share is then convertible):

               (a)  sell, convey, or otherwise dispose of or encumber all or
substantially all of its property or business or merge into or consolidate with
any other corporation (other than a wholly-owned subsidiary corporation ) or
effect any transaction or series of related transactions in which more than
fifty percent (50%) of the voting power of the Corporation is disposed of;

               (b)  alter or change the rights, preferences or privileges of the
shares of Series A Preferred Stock so as to affect adversely the shares;

                                       8
<PAGE>

               (c)  increase or decrease (other than by redemption or
conversion) the total number of authorized shares of Preferred Stock or Common
Stock;

               (d)  create (by new authorization, reclassification,
recapitalization or otherwise) any class or series of stock or any other
securities convertible into equity securities of this Corporation having a
preference over, or being on a parity with, the rights, preferences or
privileges of the Series A Preferred Stock;

               (e)  effect a reclassification or recapitalization of the
outstanding capital stock of the Corporation in which any capital stock has any
preference or priority as to dividends or assets senior to or on parity with the
preferences of the Series A Preferred Stock;

               (f)  amend or waive any provision of the Corporation's Amended
and Restated Certificate of Incorporation relating to the Series A Preferred
Stock;

               (g)  authorize or pay any cash dividends with respect to any
share or shares of Common Stock;

               (h)  redeem, purchase or otherwise acquire (or pay into or set
aside for a sinking fund for such purpose) any share or shares of Common Stock;
provided, however, that this restriction shall not apply to the repurchase of
shares of Common Stock from employees, officers, directors, consultants or other
persons performing services for the Corporation or any subsidiary pursuant to
agreements under which the Corporation has the option to repurchase such shares
at cost or at cost upon the occurrence of certain events, such as the
termination of employment; or

               (i)  effect the dissolution, liquidation or winding up of the
Corporation.

     RESOLVED FURTHER, that the President and Secretary of the Corporation be,
and they hereby are, authorized and directed to prepare, execute, verify and
file with the Secretary of State of the State of Delaware, a Certificate of
Designation in accordance with these resolutions and as required by law.

                                       9