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                                     EXHIBIT

                                     3.1.10


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                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                                       AND
          RIGHTS OF SERIES C 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                       OF
                           UNAPIX ENTERTAINMENT, INC.

          -------------------------------------------------------------
                        UNDER SECTION 151 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE
          -------------------------------------------------------------

         UNAPIX ENTERTAINMENT, INC., a Delaware corporation, (the 
"Corporation"), hereby certifies that, pursuant to the authority vested in 
the Board of Directors of the Corporation under ARTICLE FOURTH of the 
Corporation's Certificate of Incorporation, and in accordance with Section 
151 of the Delaware General Corporation Law, the Board of Directors has 
adopted the following resolution creating the Corporation's Series C 8% 
Cumulative Convertible Preferred Stock, par value $.01 per share:  

         RESOLVED, that a series of the class of Preferred Stock, $.01 par 
value, of the Corporation be, and hereby is, created and that the designation 
and amount thereof and the voting powers, preferences and relative, 
participating, optional and other special rights of the shares of such 
series, and the qualifications, limitations and restrictions thereof are as 
follows: 

         (1) DESIGNATION. A Series of Preferred Stock shall be designated and
known as the Series C 8% Cumulative Convertible Preferred Stock (hereinafter
called "Preferred Stock C"). Each share of Preferred Stock C shall be identical
in all respects with the other shares of Preferred Stock C except as to the
dates from and after which dividends shall be cumulative therefrom.

         (2) NUMBER OF SHARES. The number of shares of Preferred Stock A shall
initially be 2,500 shares, which number from time to time may be increased or
decreased (but 

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not decreased below the number of shares of the series then outstanding by the
Board of Directors. Shares of Preferred Stock C redeemed or purchased by the
Corporation shall be canceled and shall revert to authorized but unissued shares
of Preferred Stock undesignated as to series.

         (3) DIVIDENDS.

              (a) Cumulative dividends shall be payable on the Preferred Stock C
at an annual rate of $80 per share, payable out of funds legally available for
the declaration of dividends, but only when declared by the Board of Directors.
Dividends on shares of Preferred Stock C are payable semi-annually in arrears in
the amount of $40 per share on each of June 30 and December 31, commencing on
the first such date to occur after the date of issuance of such share; provided,
however, that the amount payable for any dividend period less than six months
will be computed on the basis of a 360 day year of twelve 30 day months. At the
Corporation's option, dividends that accrue through December 31, 2000 may be
paid in shares of Common Stock; each such share of Common Stock being valued at
90% of its current "Fair Market Value" (as defined in Section 5(g)) for the ten
(10) trading day period preceding the applicable "Dividend Payment Date" (as
defined in Section 3(b)).

              (b) Dividends not paid will accumulate without interest or
additional dividends until declared and paid, which declaration and payment may
be for all or part of the then accumulated dividend. Dividends which are so
declared by the Board of Directors to be paid on a particular date (a "Dividend
Payment Date") shall only be payable to the record holders of the Preferred
Stock C on the applicable record date for such Dividend Payment Date. Any such
record date shall be a day determined by the Board of Directors, but shall not
be more 

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than 15 days prior to the applicable Dividend Payment Date. The holders of
Preferred Stock C, in preference to the holders of any junior stock, shall be
entitled to receive, as and when declared by the Board of Directors, out of any
funds legally available therefor, dividends at the rate fixed in subdivision
3(a) hereof. In no event, so long as any shares of Preferred Stock C shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, or shall any distribution be made, on any junior stock, unless all
dividends on the Preferred Stock C for all past dividend periods and for the
then current period shall have been paid or declared and a sum sufficient for
the payment thereof set apart. The provisions of this paragraph shall not,
however, apply to a dividend payable in any junior stock. 

              (c) 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 Preferred Stock C), and no holders of
shares of Preferred stock C shall be entitled to share therein.

              (d) Notwithstanding anything to the contrary contained herein, the
Corporation shall not pay any dividends in cash or property, unless it has paid,
or is simultaneously paying, all accumulated and unpaid dividends (through the
applicable Dividend Payment Date) on its "Senior Stock" (as defined in Section
(h)(10).

         (4) LIQUIDATION PREFERENCE. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, then, before any distribution or payment shall be made to the
holders of any junior stock, the holders of Preferred Stock C shall be entitled
to be paid the amount of $1,000 per share, together with all accrued and 


                                       3

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unpaid dividends to such distribution or payment date. If such payment shall
have been made in full to the holders of Preferred Stock C, then the remaining
assets and funds of the Corporation shall be distributed among the holders of
the junior 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 Preferred Stock C, then the holders of Preferred Stock C and the holders 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 subdivision (4).
Notwithstanding anything to the contrary contained herein, no amount shall be
distributed or paid to holders of Preferred Stock C upon the voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation unless all amounts payable to holders of Senior Stock with respect
to the voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation have been paid to them.

         (5) REDEMPTION.

              (a) Preferred Stock C may be redeemed, in whole or in part, at the
option of the Corporation (by resolution of its Board of Directors) at the
redemption price of $1,000 per share, in cash, together with payment of accrued
and unpaid dividends to the redemption date on the shares being redeemed, if the
average "Fair Market Value" (as defined in

                                       4

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Section 5(g) below) of the Corporation's Common Stock has been at least 160% 
of the then applicable conversion price of the Preferred Stock C (the "Target 
Price") over a period of any twenty (20) trading days during any thirty (30) 
consecutive trading day period when the "Converted Securities" (as defined in 
Section 6(a) below) are registered under the Securities Act of 1933. Once the 
Target Price has been reached, shares of Preferred Stock C may thereafter be 
redeemed even if the Fair Market Value of the Common Stock falls below Target 
Price before the date fixed for redemption.

              (b) At any time and from time to time, on or after January 1, 2002
at the option of the Corporation, by resolution, of its Board of Directors, the
Corporation may redeem the Preferred Stock C, in whole or in part, at the
following prices per share (together with all dividends accrued and unpaid on
the shares being redeemed up to the date fixed for redemption) for the periods
(beginning on January 1) indicated below:

<TABLE>
<CAPTION>
                           YEAR                                        PRICE
                           ----                                        -----
                           <S>                                         <C>   
                           2002                                        $1,060
                           2003                                         1,050
                           2004                                         1,040
                           2005                                         1,030
                           2006                                         1,020
                           2007                                         1,010
                           2008, , and thereafter                       1,000
</TABLE>

              (c) If less than all the outstanding shares of Preferred Stock C
are to be redeemed pursuant to this Section (5), the shares to be redeemed shall
be determined by lot or in such other manner as the Board of Directors of the
Corporation may prescribe and which it deems fair and appropriate.

              (d) Notice of every redemption of shares of Preferred Stock C
shall be

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mailed by first class mail, postage prepaid, addressed to the holders of 
record of the shares to be redeemed at their respective last addresses as 
they shall appear on the stock books of the Corporation. Such mailing shall 
be made at least 30 days and not more than 60 days prior to the date fixed 
for redemption. Any notice which is mailed in the manner herein provided 
shall be conclusively presumed to have been duly given, whether or not the 
shareholder receives such notice, and failure duly to give such notice by 
mail, or any defect in such notice, to any holder of shares of Preferred 
Stock C designated for redemption shall not affect the validity of the 
proceedings for the redemption of any other shares of Preferred Stock C.

              (e) If notice of redemption shall have been duly mailed and a sum
sufficient for the payment thereof set apart or paid to the holders of the
shares so called for redemption, then, from and after the date of redemption so
designated, notwithstanding that any certificate for shares of Preferred Stock C
so called for redemption shall not have been surrendered for cancellation, the
shares represented thereby shall no longer be deemed outstanding, the dividends
thereon shall cease to accumulate and all rights with respect to the shares of
Preferred Stock C so called for redemption shall forthwith on the redemption
date cease and terminate, except only the right of the holders thereof to
receive the redemption price and all accrued and unpaid dividends to the
redemption date, but without interest.

              (f) The Corporation shall not establish, and the holders of
Preferred Stock C shall not be entitled to the benefits of, any sinking or
retirement fund with respect to the Shares of Preferred Stock C.

              (g) As used herein the term "Fair Market Value" shall mean:

         A. if the principal market for the Common Stock is a national
securities exchange or

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the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), the closing sales price of the Common Stock on such day as reported
by such exchange or system, or on a consolidated tape reflecting transactions on
such exchange or system; or

         B. if the principal market for the Common Stock is not a national
securities exchange or NASDAQ, the last reported bid price for the Common Stock
on such day as reported by the National Quotation Bureau, Inc.

              (h) Notwithstanding anything to the contrary contained herein, so
long as any shares of the Corporation's Preferred Stock B ("Preferred Stock B")
are outstanding, the Corporation shall not redeem any shares of Preferred Stock
C ([without the prior consent of the holders of Preferred Stock B]).

         (6) CONVERSION

              (a) Any holder of a share of Preferred Stock C may convert each
such share, at any time and from time to time, into shares of Common Stock,
except that shares of Preferred Stock A called for redemption may not be
converted after the date which is ten days prior to the redemption date, unless
the Corporation defaults in the payment of the redemption price. The number of
shares of Common Stock into which each share of Preferred Stock C may be
converted shall be obtained by dividing $1,000 by the conversion price of the
Preferred Stock C, which initially shall be $2.50, and which shall be subject to
adjustment from time to time as hereinafter provided in Section (6)(c) or (d)
below and subject to the provisions regarding no issuance of fractional shares
set forth in Section (6)(i) below. Shares of Preferred Stock C surrendered for
conversion on any date other than a Dividend Payment Date will not be entitled
to a dividend on such shares, except that a holder of shares of Preferred Stock
C on a record date

                                       7

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for a dividend who converts such shares before the corresponding Dividend
Payment Date will be entitled to receive the dividend payable by the Corporation
on such date. The shares of Common Stock into which the Preferred Stock C is
convertible shall be referred to as the "Converted Securities."

              (b) In order to convert shares of Preferred Stock C into Converted
Securities, the holder thereof shall surrender the certificate or certificates
for Preferred Stock C, 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 certificate 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 Preferred Stock C 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
tractional share of Common Stock as provided in subdivision (6)(i). Shares of
the Preferred Stock C 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.

              (c) The conversion price of the Preferred Stock C and,
accordingly, the number of shares of Common Stock into which the shares of
Preferred Stock C may be 

                                       8

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converted, shall be subject to adjustment from time to time as follows:

                   A. 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 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 Preferred Stock C thereafter shall be entitled to receive upon
such conversion, the same number of shares of Common Stock as such holder would
have received had such shares of Preferred Stock C been converted immediately
prior to the happening of such event.

                   B. 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 Delaware), 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 Preferred Stock C is convertible pursuant to
subdivision (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 subdivision (6)(c) 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
subdivision or combination. Such

                                       9

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adjustments shall be made successively whenever any event described above shall
occur.

              (d) In the case of any reclassification of the outstanding Common
Stock (other than a change which solely affects the par value of such shares of
Common Stock or a change covered by subdivision (6)(c) 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 Preferred Stock C at the time
outstanding shall thereafter be entitled to convert their shares of Preferred
Stock C (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 Preferred Stock C) 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 Preferred Stock C
would be convertible immediately prior to such reclassification, consolidation,
merger or conveyance; and the right which the holders of the Preferred Stock C
have to receive additional shares of Common Stock on conversion of their shares
of Preferred Stock C on account of any adjustment made pursuant to subdivision
(6)(c), shall continue and be preserved in respect of any stock or other
securities of the successor company into which shares of the Preferred Stock C
shall thereafter become exchangeable.

              (e) In the case the Corporation shall, at any time prior to the

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conversion of all of the Preferred Stock C, 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 Preferred Stock C not less than
twenty (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 Preferred Stock C to participate
in such offer of subscription shall terminate if the Preferred Stock C shall not
be converted on or before the date of such closing of the books or such record
date.

              (f) Whenever the number of shares of Common Stock deliverable upon
the conversion of each share of Preferred Stock C shall be adjusted pursuant to
the provisions of subdivision (6)(c) or (d) the Corporation shall promptly (A)
file with the transfer agent, if any, for the shares of Preferred Stock C, a
certificate, signed by the Chairman of the Board, the Chief Executive Officer 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 Preferred Stock C, 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
Preferred Stock C. 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 based.

              (g) The term "Common Stock" shall mean (A) the class of stock

                                       11

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designated as the "Common Stock" of the Corporation at the date of initial
issuance of shares of the Preferred Stock C 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 which 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
subdivision (6)(c) or (d) above, the holder of any share of the Preferred Stock
C thereafter surrendered for conversion 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 Preferred Stock C 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 subdivision (6)(c) or (d).

              (h) 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 Preferred Stock C
at the time outstanding.

              (i) In lieu of fractions of shares of Common Stock issuable upon
conversion of the Preferred Stock C, the Corporation shall pay to the holder in
cash the Fair Market Value of any such fraction of a share of Common Stock on
the date of conversion.

         (7) VOTING RIGHTS. Except as otherwise required by law, the holders of
Preferred Stock C shall be entitled to notice of any stockholders' meeting and
to vote together 

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<PAGE>

with the outstanding shares of Common Stock as a single class of capital 
stock upon any matter submitted to the Company's stockholders for a vote. 
Each holder of Preferred Stock C shall be entitled to such number of votes as 
equal to number of shares of Common Stock that are issuable upon conversion 
of the shares of Preferred Stock C held. The shares of Preferred Stock C 
shall not have any relative, participating, optional or any other special 
rights or powers other than as set forth herein.

                  (8) PREEMPTIVE RIGHTS. The holders of shares of Preferred
Stock C 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.

                  (9) JUNIOR AND PARITY STOCK. As used herein with respect to
Preferred Stock C 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 Preferred Stock C) and any other class
of stock of the Corporation hereafter authorized ranking on a parity with the
Preferred Stock C 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 $.0l per share, and any other class of stock of the Corporation
hereafter authorized over which Preferred Stock C, 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.

         (10) SENIOR STOCK. The Corporation's Series A 8% Cumulative Convertible

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Preferred Stock and 6% Series B Preferred Stock shall be deemed senior stock for
all purposes contained herein, and Preferred Stock C shall be deemed "junior
stock" for all purposes of the respective Certificates of Designation of the
Preferred Stock A and Preferred Stock B. The corporation may, without the
consent of the holders of the Preferred Stock C, create a new class or series of
preferred stock with rights senior to the Preferred Stock C.

IN WITNESS WHEREOF, UNAPIX ENTERTAINMENT, INC. has caused this Certificate of
Designation to be duly executed by its Chief Executive Officer and attested to
by its Secretary, who affirm that the information Contained in the foregoing
Certificate of Designation is true under the penalties of perjury this    day of
January 1999.




                                       UNAPIX ENTERTAINMENT, INC.

                                       By:
                                          -------------------------------------
                                          David M. Fox, Chief Executive Officer


                                   Attested to by:
                                                  ------------------------------
                                                    Michael R. Epps, Secretary


                                       14

<PAGE>

          CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS OF
            THE SERIES C 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF
                           UNAPIX ENTERTAINMENT, INC.
                           --------------------------


             Unapix Entertainment Inc., a Delaware Corporation (the
"Corporation"), pursuant to Section 151 of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:

             That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board of
Directors of the Corporation has duly adopted the resolutions attached as
Exhibit 1 creating a series of 2,500 shares of Preferred Stock with a par value
of $0.01 each and a stated value of $1,000 each to be designated "Series C 8%
Cumulative Convertible Preferred Stock."

              IN WITNESS WHEREOF, Unapix Entertainment, Inc. has created this
certificate to be signed by its duly authorized officer this      day of
January, 1999.



                                          UNAPIX ENTERTAINMENT, INC.



                                          By:
                                             -----------------------------------
                                              Herbert M. Pearlman,
                                              Chairman of the Board


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