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                                    EXHIBIT 1

                           CERTIFICATE OF DESIGNATION

                                       OF

                   $10.00 CONVERTIBLE PREFERRED STOCK SERIES 2

                                       OF

                            NEWS COMMUNICATIONS, INC.

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                        PURSUANT TO SECTION 78.195 OF THE
                             NEVADA REVISED STATUTES

                     --------------------------------------


                  NEWS  COMMUNICATIONS,   INC.,  a  corporation   organized  and
existing under the laws of the State of Nevada, DOES HEREBY CERTIFY THAT:

                  FIRST:            News Communications, Inc. (the
"Corporation") was incorporated under the laws of the State of Nevada
on May 20, 1986;

                  SECOND:           Pursuant to authority conferred upon the
Board of Directors by the Articles of Incorporation of the
Corporation, as amended, under the provisions of Section
78.195 of the Nevada Revised Statutes, the Board of Directors


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of the Corporation on April 17, 1998,  fixed the  designations,  preferences and
relative,  participating,  optional,  conversion  or other  special  rights,  or
qualifications,  limitations or restrictions of up to 20,000 shares of preferred
stock of the Corporation, $1.00 par value, as follows:

                  (1)  DESIGNATION.   A  series  of  preferred  stock  shall  be
designated  and  known  as the  $10.00  Convertible  Preferred  Stock  Series  2
(hereinafter called "$10.00  Convertible  Preferred Stock Series 2"). Each share
of  $10.00  Convertible  Preferred  Stock  Series  2 shall be  identical  in all
respects with the other shares of $10.00 Convertible Preferred Stock Series 2.

                  (2)  NUMBER  OF  SHARES.   The  number  of  shares  of  $10.00
Convertible  Preferred  Stock Series 2 shall be 20,000 shares.  Shares of $10.00
Convertible  Preferred  Stock  Series 2 purchased  by the  Corporation  shall be
canceled and shall revert to authorized but unissued  shares of preferred  stock
undesignated  as to series.  The shares of $10.00  Convertible  Preferred  Stock
Series 2 shall not be callable by the Corporation.

                  (3)      DIVIDENDS.

                           (a)      Dividends shall be payable on each share
of $10.00 Convertible Preferred Stock Series 2 at a rate equal to the product of
one and  one-half  times the amount of  dividends,  if any,  per share  (whether
payable in cash, securities of the Company or any subsidiary or affiliate of the
Company,  or other property)  declared and paid by the Corporation on its Common
Stock  multiplied  by the number of shares of Common  Stock for which a share of
$10.00 Convertible  Preferred Stock Series 2 may then be converted,  as and when
dividends may be declared and paid upon the Common Stock,

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payable, in the case of cash dividends, out of funds legally
available for the declaration of dividends.

                           (b) Subject to the foregoing and to any further
limitations  prescribed in accordance  with the provisions of the Certificate of
Incorporation of the Corporation, the Board of Directors may declare, out of any
funds legally available therefor,  dividends upon the then outstanding shares of
any junior  stock,  and/or any  parity  stock  (other  than  $10.00  Convertible
Preferred  Stock  Series  2),  and no  holders  of shares of $10.00  Convertible
Preferred Stock Series 2 shall be entitled to share therein.

                  (4) LIQUIDATION  PREFERENCE.  In the event of any voluntary or
involuntary  liquidation,  dissolution  or  winding  up of  the  affairs  of the
Corporation,  then, after payment to holders of any series of preferred stock or
other  class of  securities  entitled  to a  preference  over  holders of $10.00
Convertible  Preferred  Stock  Series 2 but before any  distribution  or payment
shall  be made to the  holders  of any  junior  stock,  the  holders  of  $10.00
Convertible  Preferred Stock Series 2 shall be entitled to be paid the amount of
$10.00  per share,  together  with all  accrued  and  unpaid  dividends  to such
distribution  or payment  date.  If such payment shall have been made in full to
the holders of $10.00  Convertible  Preferred Stock Series 2, then the remaining
assets and funds of the  Corporation  shall be distributed  among the holders of
the other classes and series of capital stock of the  Corporation,  according to
their  respective  rights and  preferences  and in each case  according to their
respective  shares.  If, upon any liquidation,  dissolution or winding up of the
affairs of the  Corporation,  the amounts so payable are not paid in full to the
holders of all outstanding shares of $10.00  Convertible  Preferred Stock Series
2, then the  holders  of $10.00  Convertible  Preferred  Stock  Series 2 and the
holders

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of all other parity stock shall share ratably in any  distribution  of assets in
proportion  to the full amounts to which they would  otherwise  be  respectively
entitled  according to their respective  rights and  preferences.  The merger or
consolidation  of the Corporation with or into one or more other entities or the
sale,  lease or conveyance of all or a part of its assets shall not be deemed to
be a liquidation,  dissolution  or winding up of the affairs of the  Corporation
within the meaning of the foregoing provisions of this Section (4).

                  (5)      VOTING AND OTHER RIGHTS.

                           (a)      Except as hereinafter specifically
provided,  each issued and  outstanding  share of $10.00  Convertible  Preferred
Stock Series 2 shall be entitled,  with respect to all matters  presented  for a
vote to holders of Common  Stock,  to such number of votes such share would have
had if it had been converted into shares of Common Stock pursuant to Section (6)
on the record date of stockholders  entitled to vote on such matters,  or, if no
record  date is  established,  at the date such vote is taken.  The  holders  of
$10.00 Convertible  Preferred Stock Series 2 shall be entitled to the same prior
notice of all  stockholders'  meetings as is given to other  stockholders and to
vote together  with such holders as set forth therein upon any matter  submitted
to such holders for a vote and not as a separate  class.  Except as specifically
provided herein, if for any reason holders of $10.00 Convertible Preferred Stock
Series 2 shall  be  entitled  to vote as a  separate  class,  the  holders  of a
majority in interest of $10.00 Convertible  Preferred Stock Series 2 entitled to
vote in such  election  shall  bind  the  entire  class  of  $10.00  Convertible
Preferred  Stock  Series 2. The  shares of $10.00  Convertible  Preferred  Stock
Series 2 shall  not have any  relative,  participating,  optional  or any  other
special rights

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or powers other than as set forth herein.

                           (b)      The vote of all of the holders of record
of the  $10.00  Convertible  Preferred  Stock  Series 2 shall be  necessary  for
authorizing,  effecting or validating the amendment, alteration or repeal of any
of the  provisions  of  the  Certificate  of  Incorporation  or any  certificate
amendatory  thereof  or  supplemental  thereto  (including  any  Certificate  of
Designation or any similar  document  relating to any series of preferred stock)
so as to affect  adversely  the  powers,  preferences  or  rights of the  $10.00
Convertible  Preferred Stock Series 2. The increase of the authorized  amount of
the  Preferred  Stock  shall  not be  deemed to  affect  adversely  the  powers,
preferences or rights of the $10.00 Convertible Preferred Stock Series 2.

                  (6)      CONVERSION.

                           (a)      Any holder of a share of $10.00 Convertible
Preferred  Stock Series 2 may convert each such share, at any time and from time
to time, into shares of Common Stock.  The number of shares of Common Stock into
which each share of $10.00 Convertible Preferred Stock Series 2 may be converted
shall be obtained by dividing  $10.00 by the  Conversion  Price,  which shall be
equal to the lower of (i) $1.375 or (ii) the price per share of Common  Stock at
which  shares  of  Common  Stock  are sold in the  earliest  offering  of equity
securities  by the Company after the date this  Certificate  of  Designation  is
filed with the Secretary of State of Nevada in which gross  proceeds of at least
$2,500,000 are raised by the Company, subject to adjustment from time to time as
hereinafter  provided  in  Section  (6)(d)  or  (e)  below  and  subject  to the
provisions  regarding  no  issuance  of  fractional  shares set forth in Section
(6)(j) below. The conversion of any shares of $10.00 Convertible Preferred Stock
Series 2

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shall  not  affect  the  holders'  rights  to  dividends  unpaid  to the date of
conversion  but all rights to future  dividends  and any interest  thereon shall
terminate  upon  conversion.  The  shares of Common  Stock into which the $10.00
Convertible  Preferred Stock Series 2 is convertible shall be referred to as the
"Converted Securities."

                           (b) In order to convert shares of $10.00 Convertible
Preferred  Stock Series 2 into  Converted  Securities  pursuant to paragraph (a)
above,  the holder thereof shall surrender the  certificate or certificates  for
$10.00  Convertible  Preferred Stock Series 2, duly endorsed or in blank, to the
Corporation  at its  principal  office (or such other place as may be reasonably
designated by the Corporation),  shall give written notice to the Corporation at
said  office  that he elects to  convert  the same and  shall  state in  writing
therein  the name or names in which he wishes  the  certificates  for  Converted
Securities  to be issued  and  shall  make  payment  to the  Corporation  of any
applicable transfer or other taxes. The Corporation will, as soon as practicable
thereafter,  deliver  at said  office to such  holder  of  shares of the  $10.00
Convertible Preferred Stock Series 2 or to his nominee or nominees, certificates
for the number of full  Converted  Securities  to which he shall be  entitled as
aforesaid and, if applicable,  a check in lieu of any fractional share of Common
Stock as provided in Section (6)(j).  Shares of the $10.00 Convertible Preferred
Stock  Series 2 shall be  deemed to have  been  converted  as of the date of the
surrender of such  certificate or certificates for conversion as provided above,
and the person or persons entitled to receive the Converted  Securities issuable
upon such  conversion  shall be treated  for all  purposes,  including,  but not
limited to, the right to vote the Common Stock included as part of the Converted
Securities, as the record holder or holders of such Common Stock on such date.

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                           (c) In case the Corporation shall, at any time prior
to the  conversion of all of the $10.00  Convertible  Preferred  Stock Series 2,
offer to the  holders  of its  Common  Stock  rights to  subscribe  to  purchase
additional shares of Common Stock having an aggregate purchase price of at least
$3,000,000,  then upon the  consummation  of the sale of Common  Stock having an
aggregate  purchase  price of at least  $3,000,000,  each  outstanding  share of
$10.00 Convertible Preferred Stock Series 2 shall automatically convert into the
number of shares of Common Stock  obtained by dividing  $10.00 by the Conversion
Price. The Corporation will, as soon as practicable thereafter,  deliver to each
holder  of  shares  of $10.00  Convertible  Preferred  Stock  Series 2 or to his
nominee,  certificates  for the number of full Converted  Securities to which he
shall be  entitled  as  aforesaid  and,  if  applicable,  a check in lieu of any
fractional  share of Common Stock as provided in Section  (6)(j).  The person or
persons  entitled to receive the Converted  Securities  shall be treated for all
purposes,  including,  but not  limited  to, the right to vote the Common  Stock
included as part of the Converted Securities, as the record holder or holders of
such Common Stock on the date of such automatic conversion.

                           (d) The Conversion Price of the $10.00 Convertible
Preferred Stock Series 2 and, accordingly,  the number of shares of Common Stock
into  which the shares of $10.00  Convertible  Preferred  Stock  Series 2 may be
converted, shall be subject to adjustment from time to time as follows:

                                    (i) In case the Corporation shall (i)
subdivide or split its  outstanding  shares of Common Stock into a larger number
of shares by  recapitalization,  reclassification  or  split-up  thereof,  or by
issuance of shares of Common Stock as a dividend or  distribution  on the Common
Stock, or (ii) combine its outstanding shares of Common Stock

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into a  smaller  number  of  shares  by  recapitalization,  reclassification  or
combination  thereof,  the Conversion Price in effect  immediately prior thereto
shall be  adjusted  so that the  holder  of any  shares  of  $10.00  Convertible
Preferred  Stock  Series 2  thereafter  shall be entitled to receive,  upon such
conversion  effected after the happening of any of the events  described  above,
the same number of shares of Common Stock as such holder would have received had
such  shares of  $10.00  Convertible  Preferred  Stock  Series 2 been  converted
immediately prior to the happening of such event.

                                    (ii) In case the Corporation after the date
hereof shall  distribute to all of the holders of  outstanding  shares of Common
Stock any securities or other assets (other than a cash  distribution  made as a
dividend payable out of earnings or out of any earned surplus legally  available
for  dividends  under the laws of the State of Nevada),  the Board of  Directors
shall be required to make such  equitable  adjustment in the number of shares of
Common Stock into which each share of $10.00 Convertible  Preferred Stock Series
2 is convertible  pursuant to Section (6)(a)  hereof,  as in effect  immediately
prior to the record date for such distribution,  as may be necessary to preserve
for the holder rights substantially  proportionate to those enjoyed hereunder by
the holder immediately prior to the happening of such distribution.

                  An  adjustment  made  pursuant to this  Section  (6)(d)  shall
become effective  immediately after the record date in the case of a dividend or
distribution  and  immediately  after  the  effective  date  in  the  case  of a
recapitalization,  reclassification  or combination.  Such adjustments  shall be
made successively whenever any event described above shall occur.

                           (e) In the case of any reclassification of the
outstanding Common Stock (other than a change that solely


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affects  the par value of such  shares of Common  Stock or a change  covered  by
Section (6)(d)  hereof),  or if the  Corporation or any successor  company shall
consolidate or merge with, or convey all or  substantially  all its property and
assets  to,  any  other  company,   then,  as  a  condition  precedent  to  such
reclassification,   consolidation,   merger   or   conveyance   (other   than  a
consolidation  or merger in which the Corporation is the continuing  corporation
and which  does not  result in any  reclassification  or  reorganization  of the
outstanding  shares of Common Stock),  adequate  provision shall be made whereby
the holders of shares of $10.00 Convertible Preferred Stock Series 2 at the time
outstanding  shall  thereafter  be  entitled to convert  their  shares of $10.00
Convertible Preferred Stock Series 2 (or any other securities, other than Common
Stock,  that may be issued on such  reclassification,  consolidation,  merger or
conveyance with respect to or in exchange for the $10.00  Convertible  Preferred
Stock  Series 2) into  such  shares  of  stock,  securities  or assets as may be
issuable or payable with respect to, or in exchange for, the number of shares of
Common Stock or the other shares of stock, securities or assets, as the case may
be, into which their shares of the $10.00  Convertible  Preferred Stock Series 2
would be convertible immediately prior to such reclassification,  consolidation,
merger or  conveyance;  and the right  that the  holders  of $10.00  Convertible
Preferred  Stock Series 2 have to receive  additional  shares of Common Stock on
conversion  of their shares of $10.00  Convertible  Preferred  Stock Series 2 on
account of any adjustment  made pursuant to Section (6)(d) shall continue and be
preserved in respect of any stock or other  securities of the successor  company
into  which  shares of the $10.00  Convertible  Preferred  Stock  Series 2 shall
thereafter become exchangeable.

                           (f) In case the Corporation shall, at any time prior
to the conversion of all of the $10.00 Convertible

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Preferred Stock Series 2, offer to the holders of its Common Stock any rights to
subscribe for additional  shares of Common Stock or shares of any other class of
the Corporation,  then the Corporation  shall give written notice thereof to the
registered holders of the $10.00  Convertible  Preferred Stock Series 2 not less
than 20 days prior to the date on which the books of the  Corporation are closed
or a record date is fixed for the determination of the stockholders  entitled to
such  subscription  rights.  Such notice shall  specify the date as to which the
books  shall be  closed or record  date  fixed  with  respect  to such  offer of
subscription and the right of the holder of $10.00  Convertible  Preferred Stock
Series 2 to participate  in such offer of  subscription  shall  terminate if the
$10.00 Convertible  Preferred Stock Series 2 shall not be converted on or before
the date of such closing of the books or such record date.

                           (g) Whenever the number of shares of Common Stock
deliverable  upon the conversion of each share of $10.00  Convertible  Preferred
Stock Series 2 shall be adjusted  pursuant to the provision of Section (6)(d) or
(e), the  Corporation  shall promptly (A) file with the transfer  agent, if any,
for the shares of $10.00  Convertible  Preferred  Stock Series 2 a  certificate,
signed by the Chairman of the Board or the President or a Vice  President of the
Corporation,  and (B) mail, or cause the transfer  agent to mail, to all holders
of shares of $10.00 Convertible  Preferred Stock Series 2, at their last address
as they shall appear upon the stock records of the Corporation, a notice setting
forth, in each case, the increased or decreased number of shares of Common Stock
thereafter  deliverable  upon the  exchange of each share of $10.00  Convertible
Preferred  Stock Series 2. The  certificate  filed with the transfer agent shall
show, in addition,  in reasonable detail the method of calculation and the facts
requiring such adjustment and upon which such calculation is

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based.

                           (h) The term "Common Stock" shall mean (A) the class
of stock  designated  as the "Common  Stock" of the  Corporation  at the date of
initial issuance of shares of the $10.00 Convertible Preferred Stock Series 2 or
(B)  any  other   class  of  stock   resulting   from   successive   changes  or
reclassifications  of such  Common  Stock  consisting  solely of  changes in par
value,  or from par value to no par value or from no par value to par value,  or
(C) any capital stock of the Corporation  hereafter authorized that shall not be
limited to a fixed sum or percentage  of par or  preference  value in respect of
the rights of holders thereof to participate in dividends or in the distribution
of assets upon the voluntary or involuntary liquidation,  dissolution or winding
up of the  Corporation.  In the  event  that,  at any  time,  as a result  of an
adjustment made pursuant to Section (6)(d) or (e) above, the holder of any share
of the $10.00  Convertible  Preferred Stock Series 2 thereafter  surrendered for
conversion or converted  automatically  in accordance  with Section (6)(c) shall
become  entitled to receive any shares of the  Corporation  other than shares of
the Corporation's  Common Stock as in effect on the date hereof, then the shares
so receivable upon conversion of any share of the $10.00  Convertible  Preferred
Stock Series 2 shall be subject to adjustment  from time to time in a manner and
on terms as nearly  equivalent as  practicable  to the  provisions  contained in
Section (6)(d) or (e).

                           (i) At all times, a sufficient number of the
authorized but unissued  shares and/or  treasury shares of Common Stock shall be
reserved by the  Corporation  for the purpose of conversion of all shares of the
$10.00 Convertible Preferred Stock Series 2 at the time outstanding.

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                           (j) In lieu of fractions of shares of Common Stock
issuable upon conversion of the $10.00 Convertible Preferred Stock Series 2, the
Corporation  shall  pay  to the  holder  in  cash  the  Fair  Market  Value  (as
hereinafter defined) of any such fraction of a share of Common Stock on the date
of conversion.

                  (7)  PREEMPTIVE  RIGHTS.  The  holders  of  shares  of  $10.00
Convertible Preferred Stock Series 2 shall, as such, have no preemptive right to
purchase or otherwise  acquire shares of any class of stock or other  securities
of the Corporation now or hereafter authorized.

                  (8) JUNIOR AND PARITY  STOCK.  As used herein with  respect to
$10.00 Convertible  Preferred Stock Series 2, the following terms shall have the
following meanings:

                           (a) The term "parity  stock" shall mean all series of
         preferred stock (including,  but not limited, to the $10.00 Convertible
         Preferred  Stock  Series  2)  and  any  other  class  of  stock  of the
         Corporation  hereafter  authorized  ranking on a parity with the $10.00
         Convertible  Preferred Stock Series 2 in the payment of dividends or in
         the distribution of assets on any  liquidation,  dissolution or winding
         up of the Corporation.

                           (b)  The  term   "junior   stock"   shall   mean  the
         Corporation's  Common  Stock,  par value $.01 per share,  and any other
         class of stock  of the  Corporation  hereafter  authorized  over  which
         preferred  stock,  including,  but not limited to,  $10.00  Convertible
         Preferred  Stock Series 2, has preference or priority in the payment of
         dividends  or  in  the  distribution  of  assets  on  any  liquidation,
         dissolution or winding up of the Corporation.

                  (9) SENIOR STOCK. The Corporation may not, without the consent
of the holders of a majority of the $10.00 Convertible Preferred Stock Series 2,
create  any new class or series of  preferred  stock with  rights  senior to the
$10.00

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Convertible Preferred Stock Series 2.

                  (10) Fair Market Value.  As used herein with respect to $10.00
Convertible Preferred Stock Series 2, "Fair Market Value" shall mean:

                           (a) If the principal market for the Common Stock is a
                  national  securities  exchange or the Nasdaq  National  Market
                  System or the Nasdaq SmallCap Market,  the closing sales price
                  of the Common  Stock on such day as reported by such  exchange
                  or  market  system,  or  on  a  consolidated  tape  reflecting
                  transactions on such exchange or market system; or

                           (b) If the  principal  market for the Common Stock is
                  not a national  securities  exchange  or the  Nasdaq  National
                  Market  System or the  Nasdaq  SmallCap  Market and the Common
                  Stock is  quoted on the  National  Association  of  Securities
                  Dealers Automated Quotation System, the average of the closing
                  bid and closing  asked  prices of the Common Stock on the date
                  in question, as quoted on such System; or

                           (c) If the  principal  market for the Common Stock is
                  not a national  securities  exchange  or the  Nasdaq  National
                  Market  System or the  Nasdaq  SmallCap  Market and the Common
                  Stock is not quoted on the National  Association of Securities
                  Dealers  Automated  Quotation  System,  the mean  between  the
                  highest bid and lowest  asked  prices for the Common  Stock on
                  the date in question,  as reported by the  National  Quotation
                  Bureau,  Inc.  ("NQB")  or at least two  market  makers in the
                  Common Stock if quotations  are not available from NQB but are
                  available from market makers; or

                           (d) If the  principal  market for the Common Stock is
                  not (a), (b) or (c),  "Fair Market  Value" shall be determined
                  by the Corporation's Board of Directors,  whose decision shall
                  be final and binding.

                  (11) REGISTRATION RIGHTS.

                           (a)      REGISTRATION IN RIGHTS OFFERING.


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                                    (i) GRANT OF RIGHT. The shares of Common
Stock issuable upon conversion of the $10.00 Convertible  Preferred Stock Series
2  (the  "Registrable  Securities")  shall  be  registered  for  resale  in  the
registration statement under the Securities Act of 1933, as amended (the "Act"),
filed in connection  with an offering by the  Corporation  to the holders of its
Common Stock to subscribe to purchase  additional  shares of Common Stock having
an aggregate purchase price of at least $3,000,000.

                                    (ii) TERMS. The Corporation shall bear all
fees and expenses attendant to registering the Registrable  Securities  pursuant
to this Section 11(a), but the holders of the $10.00 Convertible Preferred Stock
Series  2  ("Holders")  shall  pay  any  and all  underwriting  commissions  and
non-accountable  expenses of any underwriter selected by the Holders to sell the
Registrable Securities and who acts for the Holders,  together with the expenses
of any legal  counsel  selected by the Holders to represent  them in  connection
with the sale of the Registrable  Securities.  The Corporation agrees to use its
prompt best efforts to qualify or register the  Registrable  Securities  in such
States as are reasonably requested by the Holders; provided, however, that in no
event shall the Corporation be required to register the  Registrable  Securities
in a State in which such  registration  would  cause (A) the  Corporation  to be
obligated to do business in such State, or (B) the principal stockholders of the
Corporation  to be  obligated  to escrow  their  shares of capital  stock of the
Corporation.  The  Corporation  shall  cause any  registration  statement  filed
purusant  to Section  11(a) to remain  effective  for a period of at least three
years from the effective date of such registration statement.

                           (b) "PIGGY-BACK" REGISTRATION.

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                                    (i) GRANT OF RIGHT. The Holders of
Registrable  Securities shall have the right until five years from the date this
Certificate  of  Designations  is  executed  by the  Corporation  to include the
Registrable  Securities as part of any other registration of securities filed by
the Corporation if allowable under the Act and the rules promulgated thereunder;
provided however, that if, in the written opinion of the Corporation's  managing
underwriter or  underwriters,  if any, for such  offering,  the inclusion of the
Registrable  Securities,  when added to the securities  being  registered by the
Corporation  or  selling  securityholders,  will  exceed the  maximum  amount of
securities that can be marketed (A) at a price reasonably  related to their then
current  market value,  or (B) without  materially  and adversely  affecting the
entire offering,  then the Corporation may exclude from such offering all or any
portion of the  Registrable  Securities to be so registered;  provided  further,
however,  that in the event the  registration  is being filed upon the demand of
holders of the Corporation's $10.00 Convertible Preferred Stock, the Registrable
Securities  may be  excluded  from  the  registration  only  if and in the  same
proportion  as the shares of Common Stock  issuable  upon exercise of the $10.00
Convertible  Preferred  Stock  for which  registration  has been  requested  are
excluded.

                                    (ii) TERMS. The Corporation shall bear all
fees and expenses attendant to registering the Registrable  Securities  pursuant
to this  Section  11(b),  but the  Holders  shall  pay any and all  underwriting
commissions  and  non-accountable  expenses of any  underwriter  selected by the
Holders to sell the  Registrable  Securities,  together with the expenses of any
legal counsel  selected by the Holders to represent them in connection  with the
sale of the Registrable Securities.  In the event of such proposed registration,
the Corporation shall furnish the then Holders of the outstanding

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Registrable  Securities  with not less than thirty days' written notice prior to
the proposed date of filing of such registration  statement.  Such notice to the
Holders shall continue to be given for each registration statement filed (during
such  five-year  period)  by  the  Corporation  until  such  time  as all of the
Registrable  Securities have been  registered and sold, if earlier.  The Holders
shall  exercise the  "piggy-back"  rights  provided for herein by giving written
notice,  within  twenty days of the receipt of the  Corporation's  notice of its
intention to file a  registration  statement.  The  Corporation  shall cause any
registration statement filed pursuant to the above "piggy-back" rights to remain
effective  for at  least  nine  months  from the date  that the  Holders  of the
Registrable  Securities  are  first  given the  opportunity  to sell all of such
securities.

                           (c) GENERAL TERMS.

                                    (i) INDEMNIFICATION.

                                            (A) The Corporation will indemnify
each Holder whose  Registrable  Securities are included in any such registration
statement,  with respect to which registration,  qualification or compliance has
been effected or attempted pursuant to this Section 11, and each underwriter, if
any, and each person who controls any underwriter  within the meaning of the Act
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), against
all claims,  losses,  damages and  liabilities  (or actions in respect  thereof)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any prospectus, offering circular or other document
(including  any  related  registration  statement,  notification  or  the  like)
incident to any such  registration,  qualification or compliance or based on any
omission (or alleged omission) to state

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therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading,  or any violation by the Corporation of the
Act or any  rule or  regulation  thereunder  applicable  to the  Corporation  in
connection with any such  registration,  qualification  or compliance,  and will
reimburse  the  Holder  whose  Registrable   Securities  are  included  in  such
registration  statement,  each such underwriter and each person who controls any
such  underwriter  within the meaning of the Act or the  Exchange  Act,  for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating and defending any such claim,  loss,  damage,  liability or action
provided that the Corporation  will not be liable in any such case to the extent
that any such claim,  loss,  damage,  liability  or expense  arises out of or is
based on any  untrue  statement  or  omission  based  upon  written  information
furnished to the  Corporation  by the Holder whose  Registrable  Securities  are
included in such registration statement.

                                            (B) It shall be a condition to the
Corporation's   obligations  under  this  Section  11  that  each  Holder  whose
Registrable  Securities  are  included  in  the  securities  as  to  which  such
registration,  qualification  or  compliance  is being  effected,  indemnify the
Corporation, each of its directors and officers and each underwriter, if any, of
the Corporation's securities covered by such registration statement, each person
who  controls  the  Corporation  or such  underwriter  within the meaning of the
Exchange Act and the Act and the rules and  regulations  thereunder,  each other
securityholder  participating  in such  distribution and each of their officers,
directors and partners,  and each person controlling such other  securityholder,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereto)  arising out of or based on any untrue  statement  (or  alleged  untrue
statement) of a material fact contained in any

                                       17





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such registration statement, prospectus, offering circular or other document, or
any omission (or alleged  omission) to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
and will reimburse the  Corporation and such other  securityholders,  directors,
officers,  partners,  persons,  underwriters or control persons for any legal or
any other  expenses  reasonably  incurred in connection  with  investigating  or
defending any such claim, loss, damage, liability or action, in each case to the
extent,  but only to the extent,  that such untrue  statement (or alleged untrue
statement)  or  omission  (or  alleged  omission)  is made in such  document  in
reliance  upon and in  conformity  with  written  information  furnished  to the
Corporation such Holder; provided,  however, that the obligations of such Holder
hereunder  shall be limited to an amount equal to the proceeds  received by such
Holder of securities sold as contemplated herein.

                                            (C) Each party entitled to
indemnification  under this subsection 11(c)(i) (the "Indemnified  Party") shall
give notice to the party required to provide  indemnification (the "Indemnifying
Party") promptly after such Indemnified  Party has actual knowledge of any claim
as to which indemnity may be sought,  and shall permit the Indemnifying Party to
assume  the  defense of any such claim or any  litigation  resulting  therefrom,
provided that counsel for the Indemnifying  Party, who shall conduct the defense
of such claim or any litigation  resulting  therefrom,  shall be approved by the
Indemnified Party (whose approval shall not be unreasonably  withheld),  and the
Indemnified  Party may participate in such defense at such party's expense,  and
provided  further  that the failure of any  Indemnified  Party to give notice as
provided  herein  shall not relieve the  Indemnifying  Party of its  obligations
under this subsection  11(c)(i).  No  Indemnifying  Party, in the defense of any
such claim or liti-



                                       18




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gation, shall, except with the consent of each Indemnified
Party,  consent to entry of any judgment or enter into any settlement which does
not  include as an  unconditional  term  thereof  the giving by the  claimant or
plaintiff to such  Indemnified  Party of a release from all liability in respect
to  such  claim  or  litigation.  Each  Indemnified  Party  shall  furnish  such
information  regarding itself or the claim in question as an Indemnifying  Party
may  reasonably  request  in  writing  and as shall be  reasonably  required  in
connection with defense of such claim and litigation resulting therefrom.

                                            (D) Notwithstanding the foregoing
provisions of this subsection  11(c)(i),  the parties acknowledge that it is the
position of the SEC that  indemnification  for violations of the securities laws
is unenforceable.

                                    (ii) INFORMATION.  Each Holder shall
furnish  to the  Corporation  such  information  regarding  the  Holder  and the
distribution  proposed by such Holder as the Corporation may reasonably  request
in  writing  and  as  shall  be  reasonably  required  in  connection  with  any
registration, qualification or compliance referred to in this Section 11.

                           (d) TERMINATION. The rights granted under this
Section 11 shall  terminate  upon delivery to the  Purchasers of an  unqualified
opinion  of  counsel  to  the  Corporation  in  form  and  substance  reasonably
acceptable  to counsel for the  Purchaser  to the effect that such rights are no
longer necessary for the public sale of the shares of Common Stock issuable upon
conversion of the Shares.

                                       19





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                  IN WITNESS WHEREOF, NEWS COMMUNICATIONS,  INC. has caused this
Certificate  of Designation to be duly executed by its President and attested to
by its Assistant  Secretary,  who affirm that the  information  contained in the
foregoing Certificate of Designation is true under the penalties of perjury this
23rd day of April 1998.

                                                     NEWS COMMUNICATIONS, INC.

                                                     By: /s/ Michael Schenkler
                                                        -----------------------
                                                        Michael Schenkler
                                                          President

                                                     By: /s/ Robert Berkowitz
                                                        -----------------------
                                                        Robert Berkowitz,
                                                          Assistant Secretary

STATE OF                    )
                            ) ss
COUNTY OF                   )

         I HEREBY  CERTIFY  that on this ___ day of April,  1998,  before  me, a
Notary Public for the state and county  aforesaid,  personally  appeared Michael
Schenkler,  known to me or satisfactorily  proven to be the person whose name is
subscribed   above,  who   acknowledged   that  he  is  the  President  of  News
Communications,  Inc., a  corporation  organized  under the laws of the State of
Nevada,  and that he has been duly  authorized  to execute and has executed this
instrument on its behalf.

         IN WITNESS  WHEREOF,  I have set my hand and Notarial Seal, the day and
year first above written.

NOTARIAL SEAL:
                                                 -------------------------------
                                                          Notary Public

                                       20





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STATE OF                    )
                            ) ss
COUNTY OF                   )

         I HEREBY  CERTIFY  that on this ___ day of April,  1998,  before  me, a
Notary Public for the state and county  aforesaid,  personally  appeared  Robert
Berkowitz,  known to me or satisfactorily  proven to be the person whose name is
subscribed  above, who acknowledged  that he is the Assistant  Secretary of News
Communications,  Inc., a  corporation  organized  under the laws of the State of
Nevada,  and that he has been duly  authorized  to execute and has executed this
instrument on its behalf.

         IN WITNESS  WHEREOF,  I have set my hand and Notarial Seal, the day and
year first above written.

NOTARIAL SEAL:
                                                   -----------------------------
                                                           Notary Public

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