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Exhibit 3.3

                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                   OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                   QUALIFICATIONS, LIMITATIONS, RESTRICTIONS,
                   AND OTHER DISTINGUISHING CHARACTERISTICS OF
                                 PREFERRED STOCK

                                       OF

                           VIDEOLAN TECHNOLOGIES, INC.

Jack Shirman and Steven B. Rothenberg hereby certify that:

     I. They are the Chief Executive Officer and Secretary, respectively, of
VideoLan Technologies, Inc., a Delaware corporation (the "Corporation").

     II. The certificate of incorporation of the Corporation authorizes the
issuance of 5,000,000 shares of Preferred Stock, $.01 par value per share, and
expressly vests in the Board of Directors of the Corporation the authority
provided herein to issue any or all of said shares in one or more series and by
resolution or resolutions to establish the designation, number, full or limited
voting powers, or the denial of voting powers, preferences and relative,
participating, optional, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics of each
series to be issued.

     III. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating an issue of Preferred Stock:

     RESOLVED, that Seven Thousand Five Hundred (7,500) of the Five Million
(5,000,000) authorized shares of Preferred Stock of the Corporation shall be
designated "Series 1996A Convertible Preferred Stock" (the "Preferred Stock")
and shall possess the rights and privileges set forth below:

          A. Par Value. Each share of Preferred Stock shall have a par value of
$.01.

          B. Dividend Rights. Holders of Preferred Stock shall be entitled to
receive cumulative dividends at the annual rate of sixty dollars ($60.00) per
share, when and as declared by the Board of Directors.

          C. Liquidation Preference.

               1. In the event of any liquidation, dissolution or winding-up of
the Corporation, either voluntary or involuntary (a "Liquidation"), the holders
of shares of the Preferred Stock then issued and outstanding shall be entitled
to be paid out of the assets of the Corporation
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available for distribution to its shareholders, whether from capital, surplus or

earnings, before any payment shall be made to the holders of shares of the
Common Stock or upon any other series of Preferred Stock of the Corporation with
a liquidation preference subordinate to the liquidation preference of the
Preferred Stock, an amount per share equal to the sum of (i) One Thousand
Dollars ($1,000) (the "Original Issue Price") for each outstanding share of
Preferred Stock, and (ii) an amount equal to six percent (6%) of the Original
Issue Price for each outstanding share of Preferred Stock multiplied by the
fraction N/365, where N equals the number of days elapsed since full payment for
the shares of Preferred Stock was deposited with the escrow agent. If, upon any
Liquidation of the Corporation, the assets of the Corporation available for
distribution to its shareholders shall be insufficient to pay the holders of
shares of the Preferred Stock and the holders of any other series of Preferred
Stock with a liquidation preference equal to the liquidation preference of the
Preferred Stock the full amounts to which they shall respectively be entitled,
the holders of shares of the Preferred Stock and the holders of any other series
of Preferred Stock with liquidation preference equal to the liquidation
preference of the Preferred Stock shall receive all of the assets of the
Corporation available for distribution and each such holder of shares of the
Preferred Stock and the holders of any other series of Preferred Stock with a
liquidation preference equal to the liquidation preference of the Preferred
Stock shall share ratably in any distribution in accordance with the amounts due
such shareholders. After payment shall have been made to the holders of shares
of the Preferred Stock of the full amount to which they shall be entitled, as
aforesaid, the holders of shares of the Preferred Stock shall be entitled to no
further distributions thereon and the holders of shares of the Common Stock and
of shares of any other series of stock of the Corporation shall be entitled to
share, according to their respective rights and preferences, in all remaining
assets of the Corporation available for distribution to its shareholders.

               2. A merger or consolidation of the Corporation with or into
any other corporation, or a sale, lease, exchange, or transfer of all or any
part of the assets of the Corporation which shall not in fact result in the
liquidation (in whole or in part) of the Corporation and the distribution of its
assets to its shareholders shall not be deemed to be a voluntary or involuntary
liquidation (in whole or in part), dissolution, or winding-up of the
Corporation.

          D. Conversion of Preferred Stock.

               The holders of Preferred Stock shall have the following
conversion rights:

               1. Right to Convert. Subject to paragraph 7 of this Section D,
each share of Preferred Stock shall be convertible, on the Conversion Dates and
at the Conversion Prices set forth below, into fully paid and nonassessable
shares of Common Stock (sometimes referred to herein as "Conversion Shares").

               2. Mechanics of Conversion. Each holder of Preferred Stock who
desires to convert the same into shares of Common Stock shall provide notice
("Conversion Notice") via telecopy (facsimile) to the Corporation. The original
Conversion Notice and the certificate or certificates representing the Preferred
Stock for which conversion is elected, shall be delivered to the Corporation by
international courier, duly endorsed. The date upon which a Conversion Notice is
received by the Corporation shall be a "Notice Date."

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     Upon receipt by the Corporation of a facsimile copy of a Conversion Notice,
the Corporation shall immediately send to the holder, via telecopy (facsimile),
a confirmation of receipt of the Conversion Notice which shall specify that the
Conversion Notice has been received and the name and telephone number of a
contact person at the Corporation whom the holder should contact regarding
information related to the conversion. The Corporation shall use all reasonable
efforts to issue and deliver within three (3) business days after the Notice
Date, to such holder of Preferred Stock at the address of the holder on the
stock books of the Corporation, a certificate or certificates for the number of
shares of Common Stock to which the holder shall be entitled as aforesaid;
provided that the original shares of Preferred Stock to be converted are
received by the transfer agent or the Corporation within three (3) business days
after the Notice Date 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 on such date. If
the original certificate(s) representing the shares of Preferred Stock to be
converted are not received by the transfer agent or the Corporation within five
business days after the Notice Date, the Conversion Notice shall become null and
void.

               3. Lost or Stolen Certificates. Upon receipt by the Corporation
of evidence of the loss, destruction, theft or mutilation of any Preferred Stock
certificates (the "Certificates") and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the
Corporation, and upon surrender and cancellation of the Certificates, if
mutilated, the Corporation shall execute and deliver new Preferred Stock
Certificates of like tenor and date. However, the Corporation shall not be
obligated to re-issue such lost or stolen Preferred Stock Certificates if the
holder thereof contemporaneously requests the Corporation to convert such
Preferred Stock into Common Stock, in which event the Corporation shall be
entitled to rely on an affidavit of loss, destruction or theft of the Preferred
Stock Certificate or, in the case of mutilation, tender of the mutilated
certificate, and shall issue the Conversion Shares.

               4.    Conversion Period.  The Preferred Stock shall become
convertible into shares of Common Stock at any time commencing the earlier of
(i) the effective date of a registration statement covering the Conversion
Shares; or (ii) January 15, 1997.

               5. Conversion Formula/Conversion Price. Each share of Preferred
Stock shall be convertible into the number of shares of Common Stock determined
by dividing the Original Issue Price by the Conversion Price (the "Conversion
Formula"). For purposes hereof, the term "Conversion Price" shall mean the
lesser of (x) 115% of the average Closing Bid Price (as that term is defined
below) for the five (5) trading days immediately preceding October 17, 1996 (the
"Closing Date"), or (y) the average Closing Bid Price for the five (5) trading
days immediately preceding the Notice Date multiplied by the Applicable
Percentage as of the Notice Date.

     For purposes hereof, the term "Closing Bid Price" shall mean the closing
bid price of the Common Stock on the Nasdaq SmallCap Stock Market, or if no
longer traded on the Nasdaq SmallCap Stock Market, the closing bid price on the

Over-The Counter Market or the closing bid price on the principal national
securities exchange on which the Common Stock is so traded, all as reported in
the Wall Street Journal.
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      For purposes hereof, the term "Applicable Percentage" shall mean:

            Period                        Applicable Percentage
            ------                        ---------------------

      On or before March 1, 1997                85.0%
      March 2, 1997 through April 16, 1997            82.5%
      On or after April 17, 1997                      80.0%


               6. Conversion by the Corporation. On or after the earlier of June
30, 1997 at the election of the Corporation, any outstanding share of Preferred
Stock may be converted into Common Stock on such date in accordance with the
Conversion Formula and the Conversion Price then in effect. If the Corporation
desires to convert any shares of Preferred Stock it shall provide notice via
telecopy (facsimile) to the holder of such shares. Such notice shall be
delivered to the holder of such shares by international courier, duly endorsed.
The date upon which a Conversion Notice is received by the Holder shall be
deemed the "Notice Date" for purposes of determining the Conversion Price.

               7. Redemption Option. If the Corporation receives a Conversion
Notice with respect to any shares of Preferred Stock for which the Conversion
Price would be less than the average Closing Bid Price for the five (5) trading
days immediately preceding the Closing Date, at the election of the Corporation,
each such share may be redeemed by the Company rather than converted. The
redemption price (the "Redemption Price") for shares to be redeemed shall be the
Original Issue Price divided by the Applicable Percentage as of the Notice Date.
The Redemption Price shall be paid to the holder of the redeemed shares of
Preferred Stock within five (5) business days of the Notice Date.

               8. No Fractional Shares. If any conversion of the Preferred Stock
would create a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be disregarded and
the number of shares of Common Stock issuable upon conversion, if the aggregate,
shall be the next higher number of shares.

               9. 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 then
outstanding shares of the Preferred Stock; and if 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 will take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.
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               10. Adjustment to Conversion Price.

                    (a) If, prior to the conversion of all shares of Preferred
Stock, the number of outstanding shares of Common Stock is increased by a stock
split, stock dividend, or other similar event, the Conversion Price shall be
proportionately reduced, or if the number of outstanding shares of Common Stock
is decreased by a combination or reclassification of shares, or other similar
event, the Conversion Price shall be proportionately increased.

                    (b) If, prior to the conversion of all shares of Preferred
Stock, there shall be any merger, consolidation, exchange of shares,
recapitalization, reorganization, or other similar event, as a result of which
shares of Common Stock of the Corporation shall be changed into the same or a
different number of shares of the same or another class or classes of stock or
securities of the Corporation or another entity, then the holders of Preferred
Stock shall thereafter have the right to purchase and receive upon conversion of
shares of Preferred Stock, upon the basis and upon the terms and conditions
specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such shares of stock and/or securities as
may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore purchasable and receivable upon the
conversion of shares of Preferred Stock held by such holders had such merger,
consolidation, exchange of shares, recapitalization or reorganization not taken
place, and in any such case appropriate provisions shall be made with respect to
the rights and interests of the holders of the Preferred Stock to the end that
the provisions hereof (including, without limitation, provisions for adjustment
of the Conversion Price and of the number of shares issuable upon conversion of
the Preferred Stock) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof. The Corporation shall not effect any
transaction described in this subsection unless the resulting successor or
acquiring entity (if not the Corporation) assumes by written instrument the
obligation to deliver to the holders of the Preferred Stock such shares of stock
and/or securities as, in accordance with the foregoing provisions, the holders
of the Preferred Stock may be entitled to purchase.

                    (c) If any adjustment under this subsection would create a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded the number of shares of
Common Stock issuable upon conversion shall be the next higher number of shares.

          E. Voting. Except as otherwise provided below or by the General
Corporation Law of the State of Delaware, the holders of the Preferred Stock
(the "Holders") shall have no voting power whatsoever, and no holder of
Preferred Stock shall vote or otherwise participate in any proceeding in which
actions shall be taken by the Corporation or the shareholders thereof or be
entitled to notification as to any meeting of the Board of Directors or the
shareholders.

     To the extent that under Delaware law and vote of the Holders, voting
separately as a class, is required to authorize a given action of the
Corporation, the affirmative vote or consent of the Holders of at least a
majority of the shares of the Preferred Stock represented at a duly held meeting
at which a quorum is present or by written consent of a majority of the shares

of Preferred Stock
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(except as otherwise may be required under Delaware law) shall constitute the
approval of such action by the class. To the extent that under Delaware law the
Holders are entitled to vote on a matter with holders of Common Stock, voting
together as one (1) class, each share of Preferred Stock shall be entitled to a
number of votes equal to the number of shares of Common Stock into which it is
then convertible using the record date for the taking of such vote of
stockholders as the date as of which the Conversion Price is calculated. The
Holders also shall be entitled to notice of all shareholder meetings or written
consents with respect to which they would be entitled to vote, which notice
would be provided pursuant to the Corporation's by-laws and applicable statues.

          F. Status of Converted Stock. In the event any shares of Preferred
Stock shall be converted or redeemed as contemplated by this Designation, the
shares so converted or redeemed shall be canceled, shall return to the status of
authorized but unissued Preferred Stock of no designated class or series, and
shall not be issuable by the Corporation as Preferred Stock.

          G. Taxes. All shares of Common Stock issued upon conversion of
Preferred Stock will be validly issued, fully paid and nonassessable. The
Corporation shall pay any and all documentary stamp or similar issue or transfer
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of Preferred Stock pursuant hereto. The Corporation
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of shares of Common Stock in
a name other than that in which the Preferred Stock so converted were
registered, and no such issue or delivery shall be made unless and until the
person requesting such transfer has paid to the Corporation the amount of any
such tax or has established to the satisfaction of the Corporation that such tax
has been paid or that no such tax is payable. The Corporation shall adjust the
amount of dividends paid or accrued so as to indemnity the holders of Preferred
Stock against any withholding or similar tax in respect of such dividends.

     FURTHER RESOLVED, that the statements contained in the foregoing
resolutions creating and designating the said Preferred Stock and fixing the
number, powers, preferences and relative, optional, participating, and other
special rights and the qualifications, limitations, restrictions, and other
distinguishing characteristics thereof shall, upon the effective date of said
series, be deemed to be included in and be a part of the Certificate of
Incorporation of the Corporation pursuant to the provisions of the General
Corporation Law of the State of Delaware.

     IV. This Certificate of Designation of the Corporation has been duly
approved by the Board of Directors.

     V. The total number of outstanding shares of Common Stock of the
Corporation is 14,026,398. There are no outstanding shares of Preferred Stock of
the Corporation. There are no other shares of any other class of stock
outstanding. No vote of any class of stock of the Corporation is required for
the adoption and approval of this Certificate of Designations.
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     We further declare under penalty of perjury under the laws of the State of
Delaware that the matters set forth in this Certificate are true and correct of
our own knowledge.

Date:       October 16, 1996              /s/ JACK SHIRMAN
                                          --------------------------------------
                                          Jack Shirman, Chief Executive Officer

                                          /s/ STEVEN B. ROTHENBERG
                                          --------------------------------------
                                          Steven B. Rothenberg, Secretary