EXHIBIT 3.1.5
                                                                 F I L E D
                                                                DEC 31 1990
                                                                JOAN HABERLE
                                                             Secretary of State
                                                                 0670045

                           CERTIFICATE OF AMENDMENT TO

                        THE CERTIFICATE OF INCORPORATION

                                       OF

                           TRANS-ATLANTIC VIDEO, INC.


To:      THE SECRETARY OF STATE             FEDERAL EMPLOYER

         STATE OF NEW JERSEY                IDENTIFICATION NO. 22-2748019

     Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3),

Corporations, General, of the New Jersey statutes, the undersigned corporation

executes the following Certificate of Amendment to its Certificate of

Incorporation:

     1. The name of the corporation is TRANS-ATLANT1C VIDEO, INC.

     2. Attached hereto is a copy of the resolution of the Board of Directors as

required by Section 14A:7-2(3) of the New Jersey Business Corporation Act which

was duly adopted by the Board of Directors on December 19, 1990.

     3. The Certificate of Incorporation is amended so that the designation and

number of shares of Prefered Stock and the relative rights, preferences and

limitations of such Preferred Stock are as stated in the attached resolution.


Dated this 27th day of December, 1990


                                            TRANS-ATLANTIC VIDEO, INC.


                                            By  /s/ Jeffrey I. Schillen
                                                -----------------------
                                                JEFFREY I. SCHILLEN, President

                                   0100293639

<PAGE>


                           TRANS-ATLANTIC VIDEO, INC.

                   CERTIFICATE OF DESIGNATION, VOTING POWERS,
                       AND PREFERENCES OF PREFERRED STOCK

                      Pursuant to Section 14A:7-2(2) of the
                      Near Jersey Business Corporation Act

     Trans-Atlantic  Video,  Ins. (the  "Corporation")  organized and;  existing

under the  Business  Corporation  Act of the State of New  Jersey,  does  hereby

certify that pursuant to authority  conferred upon the Board of Directors of the

Corporation by its Certificate of Incorporation,  and pursuant to the provisions

of  Section  14A:7-2(2)  of the  Business  Corporation  Act of the  State of New

Jersey,  said Boar$ of  Directors,  on  December  19,  1990,  duly  adopted  the

following  resolution,  which  resolution has not been modified or rescinded and

remains in full force and effect on and as of the date hereof:

               RESOLVED,  that pursuant to the authority  vested in the Board of
          Directors  of the  Corporation  by its  Certificate  of  Incorporation
          (hereinafter  referred to as the "Certificate of Incorporation"),  the
          Board of Directors does hereby  create,  authorize and provide for the
          issuance of the  Corporation's  Preferred Stock, with no par value, to
          consist  of  1,000,000   shares,   all  of  such  shares   having  the
          designation,      voting     powers,      preferences      and     the
          qualifications,limitations  and  restrictions  thereof  that  are  set
          .forth in this resolution as follows:

               1.  DESIGNATION.  The  distinctive  designation of such Preferred
          stock is Preferred Stock ("Preferred Stock").

               2. VOTING RIGHTS.  The holders of shares of Preferred Stock shall
          be entitled to 39 votes for each such share held and shall be entitled
          to vote upon all matters upon which

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          stockholders  have  the  right to  vote.  The  holders  of  shares  of
          Preferred  Stock shall vote  together  with the holders of other stock
          possessing  voting  rights  and  not  separately  as a  class,  on all
          matters.

               3.  DIVIDEND  AND  LIQUIDATION  RIGHTS.   Holders  of  shares  of
          Preferred  Stock are not entitled to any divident  preference.  In the
          event of any  liquidation,  holders of shares of Preferred Stock shall
          be entitled to a preference of $.01 per share, and any other remaining
          proceeds of liquidation  shall be distributed share and share alike to
          holders of shares of Preferred Stock and Common Stock

               4. CONVERSION. The shares of Preferred Stock shall be convertible
          on the basis of thirty  nine (39) shares of the  Corporation's  Common
          Stock, no par value, for every one (1) share of Preferred Stock.

               5.  REDEMPTION.  The  Preferred  Stock  shall not be  subject  to
          redemption by the  Corporation  but any or all of the Preferred  Stock
          may be  repurchased by the  Corporation  pursuant to an agreement with
          one (1) or more of the holders thereof.

     IN WITNESS  WHEREOF,  this  Certificate  has been signed on the 27th day of

December,  1990,  and the  signature of the  undersigned  shall  constitute  the

affirmation and acknowledgement of the undersigned,  under penalties of perjury,

that  this  Certificate  is the act and deed of the  undersigned  and the  facts

stated in this certificate are true.



                                               /s/ Jeffrey Schillen
                                               --------------------
                                               Jeffrey Schillen, President



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