ODYSSEY PICTURES CORPORATION

                           PREFERRED STOCK - SERIES B


No. 1                                                           4,500,000 Shares



         THIS IS TO CERTIFY  THAT Kimon,  Inc. is the owner of Four Million Five
Hundred  (4,500,000)  Thousand Shares of Preferred Stock, Series B, 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 B, 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 14th day of September, 1998.




------------------------                         --------------------
Chief Executive Officer                          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 B (the
"Series B Stock") are as follows:

         1. Conversion.  For purposes of conversion, the Series B Stock shall be
valued at the rate of $1.00 per share.  During the six-month period between June
30,  2000 and  December  31,  2000 (the  "Conversion  Period"),  the  registered
holder(s) of the Series B Stock (the "Registered  Holder") shall have the option
to convert the Series B Stock into shares of Common Stock of the  Corporation on
a dollar-for-dollar basis (a "Conversion"),  at the average closing ask price of
the  Corporation's  Common Stock for the twenty (20)  trading  days  immediately
preceding  the  date  of  delivery  of the  Conversion  Notice  (as  hereinafter
defined);  provided,  however,  if a Conversion  takes place during the month of
December in the year 2000, the Registered  Holder will be entitled to receive an
extra ten (10%) percent in the number of shares of Common Stock it receives upon
the  Conversion.  The Registered  Holder may exercise its  conversion  rights in
whole or in part at any time or times during the Conversion Period.

         The Registered  Holder may exercise its conversion rights by delivering
written  notice to the  Corporation  (the  "Conversion  Notice")  by  facsimile,
telegram,  personal  delivery,  overnight mail or other transmission for which a
transmission  receipt is available.  The Conversion  Notice shall be signed by a
duly  authorized  officer of the  Registered  Holder,  and shall be deemed to be
delivered on the date of its receipt by the Corporation.

         2.  Reservation of Common Stock.  So long as any shares of the Series B
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 B 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 B Stock.

         3.  Subordination/Preference  on  Liquidation.  Upon  any  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
the registered holders of shares of Series B 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 (if
any) with respect to the Series B Stock, and to be paid an amount equal to $1.00
per share of Series B 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 B Stock shall be insufficient
to  permit  payment  to the  holders  of  Series  B 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 B Stock. Upon any such  liquidation,  dissolution or winding up of the
Corporation, after the registered holders of shares of Series B 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 subordinated series of Preferred Stock of the Corporation.

         Anything  to the  contrary  stated  herein  notwithstanding,  upon  any
liquidation,  dissolution or winding up of the Corporation, whether voluntary or
involuntary,  the Series B Stock shall be  subordinated  in all  respects to the
rights  of the  holders  of  Preferred  Stock,  Series  A,  of the  Corporation,
provided,  however, no amendment or modification to the Series A Preferred Stock
after the date hereof shall have the effect of further  subordinating the Series
B Stock other than with respect to the rights of the Series A Preferred Stock as
they may exist on the date hereof.

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

         5. No Dividend Rights.  The Series B Stock shall not be entitled to any
dividends  unless   otherwise   declared  by  the  Board  of  Directors  of  the
Corporation, provided, however, no dividends shall be paid on the Series B Stock
until all accrued  dividends are paid to the registered  holders of the Series A
Preferred Stock.

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