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                           CERTIFICATE OF DESIGNATION
                                     OF THE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
               MULTI-MEDIA TUTORIAL SERVICES, INC. (the "Company")

         The undersigned corporation hereby certifies as follows:

         FIRST: The name of the corporation is MULTI-MEDIA TUTORIAL SERVICES,
INC.

         SECOND: Resolutions establishing a new series of Preferred shares were
adopted by the Board of Directors in accordance with Section 151 of the General
Corporation Laws of the State of Delaware such that:

         1. Fifty shares of Preferred Stock, with a par value of $.01 per share,
are to be designated Series A (the "Preferred Stock"), with the following
relative rights, privileges, preferences, restrictions and/or limitations.

         2. The holders of the Preferred Stock in preference to the holders of
Junior Stock (as hereinafter defined) shall be entitled to receive a dividend to
be declared annually on the first day of November (the "Dividend Date"). In the
event that the stock exchange or automated trading system upon which the
Company's Common Stock is traded is not open on a first day of November, the
Dividend Date shall be the next day thereafter on which such stock exchange or
automated trading system is open. Such dividend shall be the number of shares of
Common Stock of the Company (rounded to the nearest smaller whole number) which
is equal to $5,000 divided by the closing bid price of the Common Stock of the
Company on the Dividend Date on the stock exchange or automated trading system
upon which the Company's Common Stock is traded on the Dividend Date. No such
dividend shall be earned or payable on any share of Preferred Stock which is
converted in the 12 months preceding the Dividend Date. The first Dividend Date
shall be November 3, 1997.

         3. The Preferred Stock shall be preferred as to assets over the Junior
Stock so that, in the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Company, the holders of Preferred Stock shall
be entitled to have set apart for them or to be paid out of the assets of the
Company, before any distribution is made to or set apart for the holders of
Junior Stock, an amount in cash equal to, and in no event more than, $50,000 per
share of Preferred Stock. If, upon such liquidation, dissolution or winding-up
of the Company, the assets of the Company available for distribution to the
holders of its stock be insufficient to permit the distribution in full of the
amounts receivable as aforesaid by the holders of Preferred Stock, then all such
assets of the Company shall be distributed ratably among the holders of
Preferred Stock in proportion to the amounts which each would have been entitled
to receive if such assets were sufficient to permit distribution in full as
aforesaid. Neither the consolidation nor merger of the Company

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nor the sale, lease or transfer by the Company of all or any part of its assets

shall be deemed to be a liquidation, dissolution or winding-up of the Company
for the purposes of this paragraph.

         4. To the extent that the Preferred Stock has not theretofore been
converted under Section 5, the Company may redeem all of the Preferred Stock at
any time on or after the earlier of: (a) November 1, 1999 or (b) when the
closing bid price of a share of Common Stock of the Company has equaled or
exceeded $3.00 on each of twenty (20) consecutive trading days. The $3.00 share
price referred to in Section 4(b) shall be subject to adjustment in the
circumstances set forth in the second paragraph of Section 5 below. The
Preferred Stock shall automatically be deemed converted under Section 5 upon
such redemption unless the registration statement referred to below has not
theretofore been declared effective, or unless the Company's Common Stock is not
then trading on NASDAQ or another generally recognized stock exchange or
automated trading system. The redemption price shall be payable in cash and
shall be equal to $50,000 per share, plus any accrued dividends thereon. The
registration statement means the registration statement which the Company is
required by separate agreement to file in respect of the shares of Common Stock
issuable upon conversion of the Preferred Stock (the "Registration Statement").

         5. The holder shall have the right at any time after the earlier of:
(a) the day following the day that the Registration Statement is declared
effective or (b) April 30, 1997, in its sole discretion, to convert the
Preferred Stock, in whole or in part, into a number of shares (the "Conversion
Shares") of the Company's Common Stock equal to $50,000 divided by the
Conversion Price. The Conversion Price means a price per share equal to the
lesser of (1) $1.00 or (2) 70% of the greater of (a) the average of the closing
bid prices of a share of Common Stock of the Company during the ten trading days
immediately prior to such conversion or (b) the closing bid price of a share of
Common Stock of the Company on the trading day immediately prior to such
conversion. The Conversion Price shall not be less than $.50 per share. In the
event that the holder elects to exercise its conversion rights hereunder, it
shall give to the Company written notice of such election via United States
priority mail, overnight courier service or facsimile transmission verified
telephonically and shall surrender its Preferred Stock to the Company for
cancellation. The Company shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for issuance upon the
conversion of the Preferred Stock as herein provided, such number of shares of
Common Stock as shall from time to time be issuable upon the conversion of the
Preferred Stock. The Preferred Stock shall be convertible only to the extent
that authorized but unissued shares of Common Stock of the Company are available
for such conversion.

         In case the Company shall issue Common Stock as a dividend upon common
stock or in payment of a dividend thereon (except for the payment of the
dividend on the Preferred Stock provided in paragraph 1 hereof), shall subdivide
the number of outstanding shares of its Common Stock into a greater number of
shares or shall contract the 


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number of outstanding shares of its Common Stock into a lesser number of shares,
the number of Conversion Shares to which the holder is entitled to receive shall

be adjusted, effective at the close of business on the date such shares of
Common Stock are to be issued, so that the Conversion Shares shall be equal to
the product obtained by multiplying the Conversion Shares in effect immediately
prior to the close of business on such date by a fraction, the denominator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such dividend, subdivision, or contraction, and the numerator of which
shall be the number of shares of Common Stock outstanding immediately after such
dividend, subdivision or contraction. If any capital reorganization or
reclassification of the Common Stock, or consolidation, or merger of the Company
with or into another corporation, or the sale or conveyance of all or
substantially all of its assets to another corporation shall be effected, then,
as a condition precedent of such reorganization or sale, the following provision
shall be made: The holder of the Preferred Stock shall from and after the date
of such reorganization or sale have the right to receive (in lieu of the shares
of Common Stock of the Company immediately theretofore receivable with respect
to such Preferred Stock, upon the exercise of conversion rights), such shares of
stock, securities or assets as would have been issued or payable with respect to
or in exchange for the number of outstanding shares of such Common Stock
immediately theretofore receivable with respect to such Preferred Stock. In any
such case, appropriate provision shall be made with respect to the rights and
interests of the holders to the end that such conversion rights (including,
without limitation, provisions for appropriate adjustments) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise thereof.

         6. The holders of the Preferred Stock shall have no voting rights
except as expressly provided by law.

         7. The term "Junior Stock" shall mean the Common Stock and those series
of Preferred Stock which, by the terms of the Certificate of Incorporation or of
the instrument by which the Board of Directors, acting pursuant to authority
granted in the Certificate of Incorporation, shall designate the special rights
and limitations of each such class and series of stock and series of Preferred
Stock, shall be subordinate to the Preferred Stock in respect of the right of
the holders thereof to receive dividends or to participate in the assets of the
Company distributable to stockholders upon any liquidation, dissolution or
winding-up of the Company.

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