ODYSSEY PICTURES CORPORATION

                           PREFERRED STOCK - SERIES A


No. 1                                                             500,000 Shares



     THIS IS TO CERTIFY THAT  Kinnevik  Media  Properties,  Ltd. is the owner of
Five Hundred  (500,000)  Thousand  Shares of Preferred  Stock,  Series A, of the
above  Corporation,  transferable  only on the books of the  Corporation  by the
holder thereof in person or by duly  authorized  attorney upon surrender of this
Certificate properly endorsed.


     A statement  of the relative  designations,  powers,  preferences,  rights,
qualifications,  limitations  and  restrictions of the  Corporation's  Preferred
Stock,  Series A, is set forth in the Statement of Designations  attached hereto
and made a part hereof.


     WITNESS,  the  seal of the  Corporation  and  the  signatures  of its  duly
authorized officers this day 15th of September, 1997.





------------------                           ------------------                 
Secretary                                    President



THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "ACT"),  AND MAY NOT BE  OFFERED,  SOLD,  PLEDGED,  HYPOTHECATED,
ASSIGNED OR TRANSFERRED  EXCEPT (i) PURSUANT TO A REGISTRATION  STATEMENT  UNDER
THE  ACT  WHICH  HAS  BECOME  EFFECTIVE  AND IS  CURRENT  WITH  RESPECT  TO SUCH
SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE
ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING  OBTAINED THE WRITTEN  OPINION OF
COUNSEL  TO ODYSSEY  PICTURES  CORPORATION  (THE  "COMPANY"),  OR OTHER  COUNSEL
REASONABLY   ACCEPTABLE  TO  THE  COMPANY,  THAT  THE  PROPOSED  DISPOSITION  IS
CONSISTENT  WITH ALL APPLICABLE  PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE
"BLUE SKY" OR OTHER STATE SECURITIES LAWS.



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                            STATEMENT OF DESIGNATIONS

         The relative designations, powers, preferences, rights, qualifications,
limitations and restrictions of the Corporation's Preferred Stock, Series A (the
"Series A Stock") are as follows:

         1. Dividend Rate. The Series A Stock shall be entitled to a dividend at
the rate of 10% per annum,  payable  semi-annually  in kind on a  non-compounded
basis by the issuance of additional  shares of Series A Stock at the annual rate
of one additional  share of Series A Stock for every ten (10) shares of Series A
Stock then outstanding.

         2.  Conversion.  During  the  five-year  period  following  the date of
issuance of the Series A Stock (the "Five-Year Period"),  the registered holders
thereof (the "Registered Holders") shall have the option to convert the Series A
Stock (and any  dividends-in-kind  paid  thereon) into shares of Common Stock of
the  Corporation on a share for share basis (a  "Conversion"),  on the following
terms and conditions:

         a) During the  Five-Year  Period,  any  Registered  Holder may effect a
Conversion  at any time without the consent of the  Corporation  provided  that,
upon completion of the Conversion,  the shares of Common Stock received upon the
Conversion,  together  with all other shares of Common Stock of the  Corporation
then  "beneficially  owned" by such Registered Holder (as the term "beneficially
owned" is defined in the Securities Exchange Act of 1934), do not exceed 4.9% of
the total amount of shares of Common Stock of the Corporation  then  outstanding
at the time of the Conversion (inclusive of all shares of Common Stock deemed to
be beneficially owned by such Registered Holder);

         b) In the event a  Registered  Holder  desires  to effect a  Conversion
during the  Five-Year  Period for a number of shares of Common Stock which would
result in an aggregate beneficial ownership in the Corporation in excess of 4.9%
(as calculated in accordance with  subparagraph (a) above),  then the Registered
Holder shall be required to obtain the prior written  consent of the Corporation
with respect to such Conversion, which consent may be granted or withheld by the
Corporation in its sole and absolute discretion, unless the closing bid price of
the Corporation's  Common Stock shall be $.75 or more for 20 consecutive trading
days prior to the Registered Holder's election to effect a Conversion,  in which
event the  consent  of the  Corporation  shall not be  required  to effect  such
Conversion.

         c) In the  event  that  there  shall be any  change  in the  number  of
outstanding  shares  of  Common  Stock  of  the  Corporation  by  reason  of the
declaration of stock  dividends,  or through a  recapitalization  resulting from
stock  splits or  combinations,  the  conversion  rate set forth  herein  (i.e.,
share-for-share)   shall  be  appropriately  adjusted  (but  without  regard  to
fractional shares) by the Board of Directors to reflect such change.

         3.  Reservation of Common Stock.  So long as any shares of the Series A
Stock are outstanding,  the Corporation  shall reserve and keep available out of
its duly  authorized  but  unissued  stock,  for the  purpose of  effecting  the
conversion  of the Series A Stock as  hereinabove  provided,  such number of its
duly authorized  shares of Common Stock and other  securities as shall from time
to time be sufficient  to effect the  conversion  of all  outstanding  shares of
Series A Stock.

         4.  Redemption.  If,  at  any  time,  the  closing  bid  price  of  the
Corporation's  Common  Stock shall be $2.00 or more for 20  consecutive  trading
days,  then the  Corporation  shall have the right to call for the redemption of
all outstanding shares of the Series A Stock (including  dividends-in-kind  paid
thereon),  in whole or in part,  at a purchase  price of $1.25 per  share,  upon
written  notice to the  registered  holders  thereof;  provided,  however,  upon
receipt of such notice,  the  registered  holders  shall have the option,  for a
period of ten (10) business  days,  upon written notice to the  Corporation,  to
elect to exercise their conversion rights pursuant to Paragraph 2 hereof.



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         5.  Preference on  Liquidation.  Upon any  liquidation,  dissolution or
winding up of the Corporation,  whether voluntary or involuntary, the registered
holders of shares of Series A Stock shall be entitled,  before any  distribution
or payment is made upon any Common Stock,  or upon any other series of Preferred
Stock hereafter authorized, to receive all accrued dividends with respect to the
Series A Stock,  and to be paid an  amount  equal to $1.00 per share of Series A
Stock. If upon such  liquidation,  dissolution or winding up of the Corporation,
whether  voluntary  or  involuntary,  the  assets  to be  distributed  among the
registered  holders of Series A Stock shall be insufficient to permit payment to
the holders of Series A Stock of the total amount  distributable  as  aforesaid,
then the entire assets of the Corporation to be distributed shall be distributed
ratably among the registered  holders of shares of Series A Stock. Upon any such
liquidation,  dissolution or winding up of the Corporation, after the registered
holders of shares of Series A Stock  shall  have been paid the  amounts to which
they  shall  be  entitled,  the  remaining  assets  of  the  Corporation  may be
distributed  to the holders of shares of Common  stock and any other  authorized
series of Preferred Stock.

         6. No Voting  Rights.  The  Series A Stock  shall not carry any  voting
rights in the Corporation.

         7. Piggyback Registration Rights. If, at any time after the issuance of
the Series A Stock,  the Corporation  proposes to register any of its securities
under  the  Securities  Act  of  1933,  as  amended  (the  "Act"),   except  for
registrations  on Form S-8 or Form S-4 or such other form as shall be prescribed
under the Act for the same  purposes,  it will at each  such  time give  written
notice to the  registered  holders of the Series A Stock and,  upon the  written
request of any registered holder of Series A Stock, the Corporation will use its
best efforts to effect the registration of said securities (including any shares
of Common  Stock into which the Series A Stock may be  converted)  by  including
same in such  registration  statement on a "most favored nations" basis with any
other securityholders then being included in said registration statement, all to
the  extent  required  to  permit  the  sale or  other  disposition  thereof  in
accordance with the intended method of sale or other  disposition  given in each
such request.  The holders of Series A Stock  included in any such  registration
shall bear the cost of any underwriters'  discounts and commissions  relating to
their securities  included in the  registration,  but the Corporation shall bear
all other fees,  costs and expenses related to such  registration.  In the event
the  registration  involves an underwritten  public  offering,  and the managing
underwriter  shall advise the  Corporation  that, in its opinion,  the number of
securities included in the registration exceeds the largest number of securities
which can be sold without having an adverse  effect on such offering,  including
the price at which  such  securities  can be sold,  then the number of shares of
Series A Stock to be included in the registration shall be reduced on a pro-rata
basis among the  registered  holders of any securities of the  Corporation  then
being included in such registration in accordance with the determination of said
managing underwriter.



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