CERTIFICATE OF DESIGNATION

                                       OF

                          AFFINITY ENTERTAINMENT, INC.


         Affinity  Entertainment,  Inc., a  corporation  organized  and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
DOES HEREBY CERTIFY:

         FIRST:  The Board of Directors  of Affinity  Entertainment,  Inc.  (the
"Company") is expressly  authorized to fix by resolution  the  designations  and
powers,   preferences  and  rights,  and  the  qualifications,   limitations  or
restrictions,  granted to or imposed upon preferred stock. Accordingly, there is
hereby  established as a series of shares of the authorized  preferred  stock of
this Corporation  designated  "Series D Convertible  Preferred Stock", par value
$1.00;  that the  number of shares  constituting  such  series  shall be two (2)
shares;  and that the Series D  Preferred  Stock  shall not be  entitled  to any
preferences,   dividend  rights,  or  voting  rights;  and  that  the  Series  D
Convertible  Preferred  Stock may be converted to common stock of the Company at
any time, at the sole option of the holder, at a rate of one (1) share of Series
D Convertible  Preferred Stock to Seven Hundred Fifty Thousand  (750,000) shares
of common stock of the Company (the "Common  Stock"),  provided that  conversion
rights  shall  attach to the owner of the shares of Series D Preferred  Stock or
its  assignees  and not to any party  holding  the Series D  Preferred  Stock as
collateral for any debt or obligation. The Company agrees that, while the Series
D Preferred  Stock is  outstanding,  it will  reserve  from its  authorized  and
unissued  common stock a sufficient  number of shares to provide for delivery of
the common stock pursuant to the conversion of the Series D Preferred Stock.

         If at any time while the Series D Preferred  Stock is  outstanding  the
Company shall consolidate with or merge into another corporation,  the number of
Common Shares into which the Series D Preferred  Stock is  convertible  shall be
adjusted so that each holder of each share of Series D Preferred  Stock shall be
entitled to,  without any change in or  additional  payment,  the  securities or
property  to  which a holder  of  750,000  shares  of  Common  Stock on the date
immediately  prior to the date upon which  such  merger or  consolidation  shall
become  effective,  would have been entitled upon such  consolidation or merger.
Moreover,   the  Company  shall  take  such  steps  in   connection   with  such
consolidation  or merger as may be necessary to assure that all of the rights of
Series D Preferred Stock shall thereafter be applicable, as nearly as reasonably
may be, in relation to any securities or property  thereafter  deliverable  upon
the conversion of the Series D Preferred Stock. The Company shall not effect any
such  consolidation  or merger  unless  prior to the  consummation  thereof  the
successor  corporation  (if other than the Company)  resulting  therefrom  shall
assume by written instrument executed and mailed to the registered holder hereof
at the address of such holder shown on the books of the Company,  the obligation
to deliver such holder such  securities  or property as in  accordance  with the
foregoing  provisions such holder shall be entitled to convert. A sale of all or
substantially all of the assets of the Company for a consideration


<PAGE>


(apart from the assumption of  obligations)  consisting  primarily of securities
shall be deemed a consolidation or merger for the foregoing purposes.

         In case any  voluntary  or  involuntary  dissolution,  liquidation,  or
winding up of the Company shall at any time be proposed,  the Company shall give
at least 20 days' prior written notice  thereof to the registered  holder of the
Series D Preferred  Stock  stating the date on which such event is to take place
and the date (which  shall be at least 20 days after the giving of such  notice)
as of which the holders of Common Shares of record shall be entitled to exchange
their Common  Shares for  securities  or other  property  deliverable  upon such
dissolution,  liquidation or winding up, and afford such  registered  holder the
opportunity  to convert such Series D Preferred  Stock to Common Stock.  Notices
pursuant to this paragraph shall be given by first class mail,  postage prepaid,
addressed  to the  registered  holder  of the  Series D  Preferred  Stock at the
address of such holder appearing in the records of the Company.

         SECOND:  That the  designation  was duly adopted in accordance with the
provisions  of  Section  151 of the  General  Corporation  Law of the  State  of
Delaware.

         IN  WITNESS  WHEREOF,  we have  signed  this  Certificate  this  day of
December, 1996.

                                        AFFINITY ENTERTAINMENT, INC.



                                        William J. Bosso
                                        President

ATTEST:



William J. Bosso
Corporation Secretary


                                      - 2 -