State of Delaware
                                                              PAGE 1

                        Office of the Secretary of State
                        --------------------------------


         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
TWENTY-THIRD DAY OF DECEMBER, A.D. 1992, AT 9 O'CLOCK A.M.





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

                                        AUTHENTICATION:
2229021 8100                                                 7965004
                                        DATE:
960155750                                                    05-29-96





<PAGE>

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 12/23/1992
                                                         930045134 - 2229021


                           CERTIFICATE OF DESIGNATION

                STATEMENT ESTABLISHING SERIES OF PREFERRED STOCK
                                       OF
                        INSTANT VIDEO TECHNOLOGIES, INC.
                      SERIES D 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 D 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 30th day of November, 1992.

         IN  TESTIMONY  WHEREOF,  the  undersigned  Corporation  has caused this
Statement to be signed by a duly authorized officer and duly attested by another
such officer this day of November, 1992.

                                              INSTANT VIDEO TECHNOLOGIES, INC.


                                              By /s/ Wayne Van Dyck
                                                --------------------------------
                                                 Wayne Van Dyck, President

ATTEST:

/s/ Lisa Walters
---------------------------
Lisa Walters, Secretary
<PAGE>


                                    EXHIBIT A

                      SERIES D CONVERTIBLE 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 the Series
D Convertible Preferred Stock of the Corporation;

         NOW,  THEREFORE,  be it  resolved  that  there  shall be one  series of
Preferred Stock of the Corporation  designated  "Series D Convertible  Preferred
Stock." The number of shares of Series D  Convertible  Preferred  Stock shall be
4,800,000. The powers,  designations,  preferences and relative,  participating,
optional  or other  special  rights of the  shares of the  Series D  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 D
Convertible  Preferred Stock  described  herein shall not be entitled to receive
any fixed dividends.

         2. Liquidation Preference.

            (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 D 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, an amount
per share equal to $.25 plus any accrued and unpaid dividends. If the assets and
funds to be distributed among the holders of the Series D 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 D  Convertible  Preferred  Stock in  proportion to the
aggregate  preferential  amount of all shares of Series D Convertible  Preferred
Stock held by them.  After  payment has been made to the holders of the Series D
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


<PAGE>




corporations  into  the  Corporation,   or  the  sale  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. The Series D  Convertible  Preferred  Stock shall  automatically  be
converted  into  Common  Stock  upon the  following  terms and  conditions  (the
"Conversion Rights"):

            (a) Incidents Causing Conversion.

                  (i)  Automatic  Conversion.  During the three (3) year  period
commencing January 1, 1993, all of the shares of Series D 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 D
Convertible  Preferred Stock elect;  provided that if any shares of the Series D
Convertible  Preferred  Stock are called for redemption,  the conversion  rights
will  terminate at the close 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 D  Convertible
Preferred  Stock;  provided,  however,  that the  election to convert must occur
before the earlier of January 1, 1996, or the redemption date. The holder of the
shares of 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 Convertible Preferred Stock into
Common Stock.  The  Corporation  or the transfer  agent shall promptly issue and
deliver  at  such  office  to  such  holder  of  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 D 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).


                                      -2-


<PAGE>




            (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 D 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 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 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 shares 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
Articles  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 but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the shares of Series D 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 D 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 D
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.


                                      -3-


<PAGE>


            (g) Notices. Any notice required to be given to holders of shares of
Series D 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 of
the aforementioned address.

         4. voting Rights. Each share of Series D Convertible Preferred Stock
shall  entitle the holder to one (1) vote and with  respect to each such vote, a
holder of shares of Series D 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'  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 January 1, 1993, any shares of
Series D Convertible  Preferred  Stock which have not been converted into Common
Stock may be redeemed by the Corporation upon the payment of $.3125 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 D 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 D Convertible  Preferred Stock agree to convert their shares
of Series D 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 July 1,  1994,  or the date on which  the
holders of at 75% of the Series D.  Convertible  Preferred  Stock have agreed to
convert their shares of Series D Convertible  Preferred  Stock for Common Stock.
The  registration  statement  will cover the shares of Common Stock which may be
acquired upon the conversion of the Series D Convertible Preferred Stock.









(SM9445.cer)

                                      -4-