Certificate of Designation of Rights and Preferences 
                       for Series A Preferred Stock
                                   of
                             fonix corporation
 
     Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, fonix corporation, a Delaware corporation (the "Company"), does
hereby certify:
 
     FIRST: That pursuant to authority expressly vested in it by the
Certificate of Incorporation of the Company, the Board of Directors of the
Company has adopted the following unanimous consent resolutions establishing
a new series of Preferred Stock of the Company, consisting of 166,667 shares
designated "Series A Preferred Stock," with such powers, designations,
preferences and relative participating, optional or other rights, if any,
and the qualifications, limitations or restrictions thereof, as are set
forth in the resolutions :

     RESOLVED, that in the judgment of the Board of Directors of the
     Company, and to fulfill the obligations of the Company pursuant
     to that certain Securities Purchase Agreement dated as of
     October 23, 1995, between and among Beesmark Investments, L.C.
     ("Beesmark"), Alan C. Ashton, and the Company and to comply with
     the terms of the Series A Subordinated Convertible Debenture
     dated October 23, 1995, which has subsequently been renewed
     between the Company and Beesmark (the "Debenture"), it is deemed
     advisable and in the best interests of the Company, subject to
     approval by the shareholders of the Company, to amend the
     Company's Articles of Incorporation to authorize and provide for
     the issuance of a preferred class of stock of the Company,
     including the creation and designation of a new series of
     preferred stock to be known as Series A Preferred Stock, par
     value $.0001 per share (the "Series A Stock"), which Series A
     Stock may be issued to Beesmark upon exercise by Beesmark of its
     conversion rights under the Debenture.
     . . . .

     FURTHER RESOLVED, that upon approval of the Amendment [to the
     Certificate of Incorporation of the Company (the "Amendment")] by
     the Company's shareholders, the directors hereby resolve to
     create and establish a new series of preferred stock designated
     "Series A Preferred Stock," which series shall have the relative
     rights and preferences set forth in that certain Certificate of
     Designation of Rights and Preferences for Series A Preferred
     Stock (the "Certificate of Designation") attached hereto as
     Exhibit B and by this reference incorporated herein.

     FURTHER RESOLVED, that upon filing of the Amendment and the
     Certificate of Designation with the Secretary of State of
     Delaware, the officers of the Company are hereby authorized and
     directed to issue shares of the Series A Stock to Beesmark
     Investments, L.C., pursuant to the terms and provisions
     governing conversion of the Debenture into shares of Series A
     Stock.

     FURTHER RESOLVED, that the forms of Amendment and Certificate of
     Designation be, 

<PAGE>
     and the same hereby are, adopted and approved in all respects, and
     that each of the executive officers of the Company be, and they hereby
     are, authorized and directed to execute and deliver said documents in
     substantially the forms attached hereto, with such changes therein as
     such officers shall, upon advice of counsel, approve, which approval
     shall be conclusively evidenced by such officers' execution thereof.
     . . . .

     FURTHER RESOLVED, that the Chairman, the President, any Vice-
     President, and the Secretary of the Company be, and they hereby
     are, and each of them hereby is, authorized and directed:

     (i)  to execute, deliver and file, on behalf of the
          Company, the Amendment and the Certificate of
          Designation.

     (ii) upon filing of the Amendment and the Certificate of
          Designation with the Secretary of State of Delaware,
          to issue stock certificates representing shares of
          Series A Stock to Beesmark Investments, L.C.,
          pursuant to the terms and provisions governing
          conversion of the Debenture into shares of Series A
          Stock.

     (iii)to execute, deliver and file any and all additional
          certificates, documents or other papers, and to do
          any and all things which they may deem necessary or
          appropriate in order to authorize the new class of
          Preferred Stock, to authorize and issue the new
          Series A Preferred Stock of such class, as
          originally contemplated in the Debenture, and to
          implement and carry out all matters herein
          authorized pursuant to the intent and purpose of the
          foregoing resolutions.

     FURTHER RESOLVED, that the actions of the officers and directors
     of the Company heretofore taken in connection with the
     authorization of the new class of Preferred Stock be, and that
     same hereby are, ratified and approved in all respects.

     SECOND: That said resolutions of the directors of the Company were
duly adopted in accordance with the provisions of Section 151(g)  of the
General Corporation Law of the State of Delaware.
 
     IN WITNESS WHEREOF, the undersigned hereby affirms, under penalties of
perjury, that the foregoing instrument is the act and deed of the Company
and that the facts stated therein are true.  Dated this 24TH day of
September, 1997.
 
                                    fonix corporation
 
                                    By: /s/ JEFFREY N. CLAYTON
                                       ---------------------------
                                        Jeffrey N. Clayton

                                        Title: Vice President and Secretary

<PAGE>
                                  EXHIBIT "B"
                                     to 
                   UNANIMOUS CONSENT RESOLUTIONS OF DIRECTORS


                     Designation of Rights and Preferences 
                             for Series A Preferred Stock
 

The ONE HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY-SEVEN (166,667) of
Series A Preferred Stock which class and series of stock shall have the
following rights and preferences:

1.   Designation and Number of Shares.  The Series A Preferred Stock shall
     be designated and known as "Series A Preferred Stock" and shall consist
     of ONE HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED SIXTY-SEVEN (166,667)
     shares.

2.   Voting Rights.  The holders of the Series A Preferred Stock shall be
     entitled to vote on any matters submitted to the shareholders of the
     company; each share of Series A Preferred Stock shall have the voting
     rights of one share of the Company's Common Stock.

3.   Election of Director.  The holders of the Series A Preferred Sock
     shall have the right to elect one (1) person to the Company's Board of
     Directors.  Such director shall serve until such time as his or her
     successor shall elected or until there are no more shares of the
     Series A Preferred Stock issued and outstanding.  The election of such
     director shall take place simultaneously with the annual election of
     the other directors of the Company, or at such other time as allowed
     by the Delaware General Business Company Statute, the Company's
     Certificate of Incorporation, or its Bylaws.

4.   Dividends.  In the event the Board of Directors of the Company shall
     declare any dividend or dividends on any class or series of stock, the
     holders of the shares of Series A Preferred Stock shall be entitled to
     receive, out of legally available funds and payable in preference and
     priority to any payment of any cash dividend on the Common Stock or
     any other shares of  capital stock in this Company, a dividend of
     $2.905 per share of Series A Preferred Stock (the "Series A Dividend"). 
     In the event the Company shall not have legally available funds
     sufficient to pay the entire divided for all of the shares of the
     Series A Preferred Stock issued and outstanding at the record date for
     any dividend declaration, the Series A Dividend shall be paid to the
     extent of legally available funds pro rata to the holders of the
     Series A Preferred Stock, and any balance of the Series A Dividend as
     to which there is not legally available funds shall be payable out of
     the next declared dividend or dividends.  The Series A Dividend shall
     be payable to the holders of record at the close of business on the
     date specified by the Board of Directors of the Company at the time
     such dividend is declared.  No dividends shall be declared or paid or
     set apart specifically for payment on the Common Stock, or on the
     Preferred Stock of any series ranking, as to dividends, junior to the
     Series A Preferred Stock, for any period unless the Series A Dividend
     shall have been paid or is contemporaneously paid.    Unless the
     Series A Dividend shall have been paid in full, no other distribution
     shall be made upon the Common Stock of the Company or upon any
     securities junior to the Series A Preferred Stock.

<PAGE>

5.   Conversion.  The holders of the Series A Preferred Stock shall have
     conversion rights as follows:

     a.   Right to Convert.  Subject to the provision for adjustment set
          forth below, each share of Series A Preferred Stock shall be
          convertible (the "Conversion Right"), at the option of the holder
          of such shares, at any time and from time to time, into one
          fully paid and non-assessable share of the Company's Common
          Stock.

     b.   Mandatory Conversion.  In the event that after issuance of the
          Series A Preferred Stock the market price of the Company's
          common Stock, as quoted on the NASDAQ Electronic Bulletin Board
          or any other similarly reliable quotation service, shall have
          equaled or exceeded $15.00 per share for a period of fifteen
          (15) consecutive market days, the entire amount of the then
          issued and outstanding shares of Series A Preferred Stock
          automatically shall be converted into shares of Common Stock at
          a conversion rate of one share of Common Stock for each share of
          Series A Preferred Stock.

     c.   Effect of Liquidation.  If the Company is liquidated, the
          Conversion Right of the Series A Preferred Stock shall terminate
          at the close of business on the first full day preceding the
          date fixed for the payment of any amounts distributable on
          liquidation to the holders of the Series A Preferred Stock.

     d.   Mechanics of Conversion.  To convert shares of Series A
          Preferred Stock to shares of Common Stock, the holder of such
          shares shall surrender the certificate or certificates for such
          shares of Series A Preferred Stock at the office of the transfer
          agent for the Common Stock, together with written notice that
          such holder elects to convert all or any number of shares of the
          Series A Preferred Stock represented by such certificate or
          certificates.  The date of receipt of such certificates and
          notice by the transfer agent shall be the conversion date
          ("Conversion Date").  The Company shall, as soon as practicable
          after the Conversion Date, issue and deliver to such holder of
          the Series A Preferred Stock, a certificate for the number of
          shares of Common Stock to which such holder shall be entitled.

     e.   Reservation of Shares of Common Stock.  The Company shall, for
          so long as there are shares of Series A Preferred Stock
          outstanding, reserve and keep available out of its authorized
          but unissued shares of Common Stock, for the purpose of
          effecting the conversion of the Series A Preferred Stock, such
          number of duly authorized 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.

6.   Conversion Adjustment.  The number of shares of Common Stock into
     which the shares of Series A Preferred Stock may be converted shall be
     subject to adjustment from time to time in certain circumstances as
     follows:
     
     a.   If at any time before such conversion the Company shall (i)
          subdivide the outstanding shares of Common Stock into a greater
          number of shares; (ii) combine the outstanding shares of Common
          Stock into a smaller number of shares; (iii) change the
          outstanding shares of Common Stock into the same or a given
          number of  shares or another class or classes of shares;  (iv)
          declare a dividend on or in respect of the shares or other
          securities 

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<PAGE>
          of the Company; or (v) offer to the holders of the shares of
          Common Stock any rights to subscribe for shares or for other
          securities of the Company; then the holders of the shares of
          Series A Preferred Stock shall be entitled, as the case may be,
          to receive the same number of shares of Common Stock or other
          securities of the Company, or to purchase, at the same price
          that the shares or securities are being offered to the holders
          of the shares of Common Stock, the number of such shares or the
          amount of such securities as will represent the same proportion
          of the outstanding shares of Common Stock before such increase
          or decrease as they would have been entitled to receive or
          subscribe for, as the case may be, had they been holders of the
          number of shares of Common Stock into which their convertible
          Series A Preferred Stock was convertible on the record date for
          any such even.

     b.   If at any time any of the shares of Series A Preferred Stock are
          outstanding the Company shall be consolidated with or merged
          into any other corporation or corporations, or shall sell or
          lease substantially all of its property and business as an
          entirety, lawful provision shall be made as part of the terms of
          such consolidation, merger, sale or lease that the holder of any
          shares of Series A Preferred Stock receive, as securities or
          cash compensation for its shares of Series A Preferred Stock,
          the same kind and amount of securities, cash or assets as may be
          issuable, distributable or payable upon such consolidation,
          merger, sale or lease with respect to the shares of Common Stock
          of the Company, applying the conversion rate which would
          otherwise be in effect at the time of conversion as provided in
          this Resolution.

7.   Liquidation Rights.  In the event of insolvency or the liquidation,
     dissolution or winding up of the Company, whether voluntarily or
     involuntarily, the holders of the Series A Preferred Stock shall be
     entitled to receive, after due payment or provision for the payment of
     the debts and other liabilities of the Company and before any
     liquidating distribution in respect of any other class of stock, a
     liquidating distribution of $36.33 per share of Series A Preferred
     Stock.  After such payments to the holders of the Series A Preferred
     Stock, all remaining assets and funds of the Company shall be divided
     among and paid to the holders of the Company's Common Stock and the
     holders of the Series A Preferred Stock, pro rata, provided that the
     holders of the Series A Preferred Stock shall receive, for each share
     held, an amount equal to 1.5 multiplied by the per share amount
     distributed to the holders of the  Common Stock.


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