RONCO CORPORATION

                           ---------------------------

                                 DESIGNATION OF
                        POWERS, PREFERENCES AND RIGHTS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK,
                          PAR VALUE $0.00001 PER SHARE


                           ---------------------------

               Pursuant to Section 151(g) of the Delaware General
                                 Corporation Law


                           ---------------------------


IT IS HEREBY CERTIFIED that:

            1. The name of the company (hereinafter called this "Corporation")
is Ronco Corporation, a corporation organized and now existing under the
Delaware General Corporation Law (the "DGCL").

            2. The certificate of incorporation of this Corporation (the
"Certificate of Incorporation") authorizes the issuance of Twenty Million
(20,000,000) shares of preferred stock, par value $0.00001 per share (the
"Preferred Stock"), and expressly vests in the Board of Directors of this
Corporation the authority to issue any or all of said shares in one or more
series by resolution or resolutions, to establish from time to time the number
of shares to be included in such series and to fix the designations, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions of each series to be issued.

            3. The board of directors of this Corporation, pursuant to the
authority expressly vested in it pursuant to the Certificate of Incorporation
and pursuant to the provisions of Section 151(g) of the DGCL, has adopted the
resolution set forth below to create a series issue of Preferred Stock. Pursuant
to Section 151(g) of the DGCL, the approval of this Corporation's stockholders
was not required.

      "RESOLVED, that the Board of Directors (the "Board of Directors") of Ronco
Corporation (this "Corporation") hereby authorizes the issuance of a series of
preferred stock and fixes its designation, powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
and restrictions thereof, as follows:

<PAGE>

            1. Designation and Amount. Twenty Million (20,000,000) shares of the
Twenty Million (20,000,000) authorized shares of Preferred Stock of this
Corporation are designated as shares of Series A Convertible Preferred Stock
(the "Series A Preferred"). The Series A Preferred shall be issued or offered at
a purchase price equal to $3.77 per share (the "Series A Original Issue Price").
The holders of record of the Series A Preferred are sometimes referred to herein
as the "Series A Holders." Capitalized terms used herein without definition
shall have the respective meanings given them in Section 10.

            2. Dividends.

                  (a) The Series A Holders of record, as of the Record Date (as
defined below) therefor, shall be entitled to receive, out of funds legally
available therefor, cumulative dividends on the Series A Preferred at a rate
equal to $0.1885 per annum per share (equivalent to 5% of the Series A Original
Issue Price annually) (the "Dividend Rate"), payable quarterly in arrears in
cash or, at the option of this Corporation, in additional shares of the Series A
Preferred. If and when this Corporation shall elect from time to time to pay
such dividends in shares of the Series A Preferred, such shares will be valued
at the then fair market value of the Series A Preferred as determined in good
faith by the Board of Directors. Shares of Series A Preferred issued in payment
of dividends may be fractional shares (rounded to the nearest one-tenth (0.1) of
a share).

                  (b) If the Board of Directors elects in the exercise of its
sole discretion to issue shares of Series A Preferred in payment of dividends on
the Series A Preferred with respect to any Dividend Payment Date (as defined
below), this Corporation shall (1) give notice to the Series A Holders on or any
time prior to the applicable Dividend Payment Date (as defined below in this
Section) of this Corporation's election to exercise such right and (2) deliver,
or cause to be delivered, by the third Trading Day after such Dividend Payment
Date to each Series A Holder of record at the close of business on the Record
Date for such dividend a stock certificate that evidences the number of shares
of Series A Preferred arrived at in accordance with Section 2(a).
Notwithstanding the foregoing, this Corporation may not exercise its right to
issue shares of Series A Preferred in payment of dividends on Series A Preferred
if:

                  (1) the number of shares of Series A Preferred at the time
            authorized, unissued and unreserved for all purposes, together with
            the number of shares of the Series A Preferred held in this
            Corporation's treasury, is insufficient to pay the dividends to be
            paid in shares of the Series A Preferred;

                  (2) the issuance or delivery of shares of the Series A
            Preferred as a dividend payment would require registration with or
            approval of any governmental authority under any law or regulation,
            and such registration or approval has not been effected or obtained;
            or

                  (3) a Series A Preferred Breach shall have occurred.

Shares of the Series A Preferred issued in payment of dividends on the Series A
Preferred pursuant to this Section shall be, and for all purposes shall be
deemed to be, validly issued, fully paid and nonassessable shares of Common


                                       2
<PAGE>

Stock of this Corporation and shall be entitled to receive and be paid dividends
in accordance with this Section 2; the issuance and delivery thereof is hereby
authorized; and the dispatch in full thereof will be, and for all purposes shall
be deemed to be, payment in full of the cumulative dividends to which holders
are entitled on the applicable Dividend Payment Date.

                  (c) All dividends shall accrue on any given share of Series A
Preferred from the most recent date on which a dividend has been paid with
respect to such share of Series A Preferred or, if no dividends have been paid,
from the date of original issuance of such share of Series A Preferred. All
dividends shall accrue from day to day, whether or not declared, based on the
actual number of days elapsed and shall be payable quarterly in arrears on
January 1, April 1, July 1 and October 1 of each year (each a "Dividend Payment
Date"), commencing on October 1, 2005; provided, that if a Dividend Payment Date
is not a Trading Day, then the dividend shall be payable on the first
immediately succeeding Trading Day. Dividends shall be paid to the holders of
record of the Series A Preferred as their names appear on the stock transfer
records of this Corporation on the date (the "Record Date") designated by the
Board of Directors as the date of record for the payment of such dividend; and,
further provided, that such Record Date may not precede the date upon which the
resolution fixing the Record Date is adopted and may not be more than sixty (60)
days prior to the Dividend Payment Date.

                  (d) No dividends may be paid or set apart for such payment on
any Junior Securities, as defined below, and no Junior Securities may be
repurchased or otherwise retired for value nor may funds be set apart for
payment with respect thereto, if dividends have not been paid in full on the
Series A Preferred as provided in this Section 2.

            3. Rank. The Series A Preferred shall rank (i) senior to all shares
of the Common Stock and (ii) senior to any class or series of capital stock of
this Corporation hereafter created (collectively, with the Common Stock, the
"Junior Securities"), in each case, as to any distribution of assets upon any
liquidation, dissolution or winding up of this Corporation, whether voluntary or
involuntary (all such distributions being referred to collectively as
"Distributions").

            4. Liquidation Preference.

                  (a) If any Distribution, occurs, the Series A Holders shall be
entitled to receive, prior in preference to any Distribution to the holders of
the Junior Securities, an amount per share equal to the greater of (i) the
Series A Original Issue Price, together with unpaid and accrued dividends
(whether or not earned or declared) on the Series A Preferred, or (ii) the
amount that such Series A Holder would have received if such Series A Holder
converted its shares of Series A Preferred to shares of Common Stock immediately
prior to the occurrence of the event giving rise to the Distribution. If upon
any such Distribution, and after payment in full of any amounts due the
creditors of this Corporation, the assets available to be distributed to the
Series A Holders shall be insufficient to pay to the Series A Holders the full
preferential amounts due to the Series A Holders, then the entire assets of this
Corporation legally available for distribution shall be distributed among the
Series A Holders pro rata.

                  (b) Upon the completion of the Distribution required by
Section 4(a), if assets remain in this Corporation, they shall be distributed to


                                       3
<PAGE>

holders of Junior Securities in accordance with this Corporation's Certificate
of Incorporation, including any duly adopted certificate(s) of designation.

                  (c) At the option of each Series A Holder, (i) a sale,
conveyance or disposition of all or substantially all the assets of this
Corporation to any entity other than an Affiliate of this Corporation (a
"Liquidating Transaction") or (ii) any Fundamental Change shall be deemed to be
a liquidation, dissolution or winding up within the meaning of this Section 4;
provided, that any Liquidating Transaction or any Fundamental Change that a
Series A Holder elects in writing not to treat as a liquidation, dissolution or
winding up of this Corporation shall not be treated as a liquidation,
dissolution or winding up within the meaning of this Section 4(c), but instead
shall be subject to Section 5(f). Any Series A Holder as to which any
Liquidating Transaction or any Fundamental Change is treated as a liquidation,
dissolution or winding up of this Corporation under this Section 4(c) is
referred to herein as a "Series A Liquidating Holder."

                  (d) Prior to the closing of a transaction described in Section
4(c) which would constitute a Liquidating Transaction or a Fundamental Change,
this Corporation shall either (i) make all cash distributions it is required to
make to the Series A Liquidating Holders pursuant to the first sentence of
Section 4(a), (ii) set aside sufficient funds from which the cash distributions
required to be made to the Series A Liquidating Holders can be made or (iii)
establish an escrow or other similar arrangement with a third party pursuant to
which the proceeds payable to this Corporation from a sale of all or
substantially all the assets of this Corporation will be used to make the
liquidating payments to the Series A Liquidating Holders immediately after the
consummation of such sale. If this Corporation has not fully complied with any
of the foregoing alternatives, this Corporation shall either: (x) cause such
closing to be postponed until such cash distributions have been made or (y)
cancel such transaction, in which event the rights of the Series A Holders or
other arrangements shall be the same as existing immediately prior to such
proposed transaction.

            5. Conversion. The holders of Series A Preferred have conversion
rights (the "Conversion Rights") as follows:

                  (a) Right to Convert. On and after the effective date of the
Reverse Stock Split, each share of Series A Preferred shall be convertible into
a share or shares of Common Stock at the office of this Corporation or any
transfer agent for the Series A Preferred, without the payment of any additional
consideration at the option of the Series A Holder thereof, into the number of
fully paid and nonassessable shares of Common Stock which results from dividing
the Series A Original Issue Price by the conversion value per share in effect
for each share of Series A Preferred (the "Series A Conversion Value") at the
time of conversion. The Series A Conversion Value shall initially be equal to
the Series A Original Issue Price and shall be adjusted from time to time
pursuant to the provisions of Section 5(d) and Section 5(e) and shall be subject
to adjustment from time to time as provided below. The number of shares of
Common Stock into which a share of Series A Preferred is convertible is
hereinafter referred to as the "Series A Conversion Rate." Upon conversion of
shares of Series A Preferred, any accrued and unpaid dividends thereon (whether
or not earned or declared) shall be converted into shares of Common Stock at the
then Market Price of the Common Stock.


                                       4
<PAGE>

            (b) Mechanics of Conversion.

                  (i) Before any holder of Series A Preferred shall be entitled
to convert such shares into full shares of Common Stock and to receive
certificates therefor, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of this Corporation or of
any transfer agent for the Series A Preferred, as the case may be, and shall
give written notice to this Corporation at such office that such holder elects
to convert the same. This Corporation shall, as soon as practicable thereafter,
issue and deliver at such office to such holder a certificate or certificates
for the number of shares of Common Stock to which such holder shall be entitled
as aforesaid and a check payable to such holder in the amount of any cash
amounts payable as the result of a conversion into fractional shares of Common
Stock. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of such surrender of the shares of Series A
Preferred to be converted, and the person or persons entitled to receive the
shares of Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock on such
date.

                  (ii) No fractional shares of Common Stock shall be issued upon
conversion of Series A Preferred. In lieu of any fractional shares to which the
holder would otherwise be entitled, this Corporation shall pay cash equal to
such fraction multiplied by the then effective Series A Conversion Value.

                  (iii) This Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issuance or delivery of shares of
Common Stock upon conversion of shares of Series A Preferred pursuant to this
Section 5. This Corporation shall not, however, be required to pay any tax which
may be payable in respect of any transfer involving the issuance and delivery of
shares of Common Stock in a name other than that in which the shares of Series A
Preferred so converted were registered, and no such issuance or delivery shall
be made unless and until the person or entity requesting such issuance has paid
to this Corporation the amount of any tax or has established, to the
satisfaction of this Corporation, that such tax has been paid.

            (c) Reservation of Stock Issuable Upon Conversion. This Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of the
shares of Series A Preferred such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of Series A Preferred. If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then outstanding shares of Series A Preferred, this Corporation shall
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes.

            (d) Adjustments to Series A Conversion Value for Dilutive Issuances.

                  (i) No Adjustment of Conversion Price. No adjustment in the
Series A Conversion Value shall be made in respect of the issuance of Additional
Shares of Common Stock unless the consideration per share for an Additional


                                       5
<PAGE>

Share of Common Stock issued or deemed to be issued by this Corporation is less
than the Series A Conversion Value in effect on the date of, and immediately
prior to, such issue. No adjustment in the Series A Conversion Value shall be
made pursuant to Section 5(d)(iv) as a result of any stock dividend or
subdivision which causes an adjustment in the Series A Conversion Value pursuant
to Section 5(e) or any event which is subject to the provisions of Section 5(f).

            (ii) Deemed Issuance of Additional Shares of Common Stock. If this
Corporation at any time or from time to time after the Series A Original Issue
Date shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders of any class of securities entitled to
receive any such Options or Convertible Securities, then the maximum number of
shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Common Stock issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue or, in case such a record date shall have
been fixed, as of the close of business on such record date; provided, that
Additional Shares of Common Stock shall not be deemed to have been issued unless
the consideration per share (determined pursuant to Section 5(d)(iv)) of such
Additional Shares of Common Stock would be less than the Series A Conversion
Value in effect on the date of and immediately prior to such issue, or such
record date, as the case may be; and provided, further, that in any case in
which Additional Shares of Common Stock are deemed to be issued:

            (A) no further adjustment in the Series A Conversion Value shall be
made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or conversion or exchange of such
Convertible Securities;

            (B) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase or decrease in
the consideration payable to this Corporation, or any increase or decrease in
the number of shares of Common Stock issuable, upon the exercise, conversion or
exchange thereof, the Series A Conversion Value computed upon the original issue
of such Options or Convertible Securities (or upon the occurrence of a record
date with respect to the issuance of such Options or Convertible Securities),
and any subsequent adjustments based thereon shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under
such Convertible Securities; and

            (C) on the expiration or cancellation of any Options or the
termination of the right to convert or exchange any Convertible Securities which
shall have not been exercised, if the Series A Conversion Value shall have been
adjusted upon the original issuance of such Options or Convertible Securities or
shall have been subsequently adjusted pursuant to clause (B) above, the Series A
Conversion Value shall be recomputed as if:

                  (1) in the case of Convertible Securities or Options for
Common Stock, the only Additional Shares of Common Stock issued were the shares
of Common Stock, if any, actually issued upon the exercise of such Options or
the conversion or exchange of such Convertible Securities, and the consideration


                                       6
<PAGE>

received therefor was the consideration actually received by this Corporation
for the issuance of all such Options, whether or not exercised, plus the
consideration actually received by this Corporation upon such exercise, if any,
or for the issuance of all such Convertible Securities, whether or not actually
converted or exchanged, plus the consideration actually received by this
Corporation upon such conversion or exchange, if any; and

                  (2) in the case of Options for Convertible Securities, only
the Convertible Securities, if any, actually issued upon the exercise of such
Options were issued at the time of issuance of such Options and the
consideration received by this Corporation for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received by
this Corporation for the issuance of all such Options, whether or not exercised,
plus the consideration deemed to have been received by this Corporation upon the
issuance of the Convertible Securities with respect to which such Options were
actually exercised;

                  (D) no readjustment pursuant to clauses (B) and (C) above
shall have the effect of increasing the Series A Conversion Value to an amount
which exceeds the lower of (i) the Original Purchase Price and (ii) the Series A
Conversion Value that would have resulted from any issuance of Additional Shares
of Common Stock between the Series A Original Issue Date and the date of such
readjustment.

                  (iii) Adjustment of Series A Conversion Value Upon Issuance of
Additional Shares of Common Stock. If this Corporation shall issue Additional
Shares of Common Stock (including Additional Shares of Common Stock deemed to be
issued pursuant to Section 5(d)(ii)) without consideration or for a
consideration per share less than the Series A Conversion Value in effect on the
date of and immediately prior to such issuance, then and in such event, the
Series A Conversion Value shall be reduced, concurrently with such issuance, to
a price (calculated to the nearest one cent) determined by dividing (A) an
amount equal to the sum of (w) the number of shares of Common Stock outstanding
immediately prior to such issue (determined on a fully-diluted basis; i.e.,
treating as issued and outstanding all shares of Common Stock issuable upon
exercise, exchange or conversion of all outstanding options (to the extent then
vested or exercisable), warrants or other securities exercisable or exchangeable
for or convertible into, directly or indirectly, shares of Common Stock)
multiplied by the then existing Series A Conversion Value, plus (x) the
consideration, if any, received by this Corporation (or deemed to have been
received by this Corporation) upon such issue of Additional Shares of Common
Stock, by (B) the sum of (Y) the number of shares of this Corporation's issued
and outstanding Common Stock on a fully-diluted basis immediately before the
issuance of such Additional Shares of Common Stock and (z) the number of shares
of Additional Shares of Common Stock that were issued (or deemed to have been
issued) in the transaction to which this Section 5(d)(iii) applies.
Notwithstanding the foregoing provisions of this Section, if the operation of
the foregoing provisions shall result in a new Series A Conversion Value which
is less than or equal to the price paid or deemed to have been paid for such
Additional Shares of Common Stock (the "Additional Shares Issue Price"), then
the new Series A Conversion Value shall be the amount which is $0.00001 more
than the Additional Shares Issue Price. If such Additional Shares of Common
Stock are issued for no consideration, then the Additional Shares Issue Price
shall be deemed to be $0.00001.


                                       7
<PAGE>

                  (iv) Determination of Consideration. For purposes of this
Section 5(d), the consideration received by this Corporation for the issuance of
any Additional Shares of Common Stock shall be computed as follows:

                  (A) Cash and Property. Such consideration shall:

                  (1) insofar as it consists of cash, be computed at the
aggregate amount of cash received by this Corporation;

                  (2) insofar as it consists of securities (i) if the securities
are then traded on a national securities exchange or an Alternative Stock
Exchange, then the value shall be computed based on the average of the closing
prices of the securities on such exchange or system over the 30-day period
ending three days prior to receipt of such securities by this Corporation, (ii)
if the securities are actively traded over-the-counter, then the value shall be
computed based on the average of the closing bid prices over the 30-day period
ending three days prior to the receipt of such securities by this Corporation,
and (iii) if there is no active public market, then the value shall be computed
based on the fair market value thereof on the date of receipt of such securities
by this Corporation, as determined in good faith by the Board of Directors;

                  (3) insofar as it consists of property other than cash and
securities, be computed at the fair market value thereof at the time of such
issuance, as determined in good faith by the Board of Directors; and

                  (4) if Additional Shares of Common Stock are issued together
with other shares or securities or other assets of this Corporation for
consideration which covers both, be the proportion of such consideration so
received for such Additional Shares of Common Stock, computed as provided in
clauses (A)(1), (A)(2) and (A)(3) of this Section 5(d)(iv), in each case as
determined in good faith by the Board of Directors.

                  (B) Options and Convertible Securities. The consideration per
share received by this Corporation for Additional Shares of Common Stock deemed
to have been issued pursuant to Section 5(d)(ii), relating to Options and
Convertible Securities, shall be determined by dividing

                  (1) the total amount, if any, received or receivable by this
Corporation as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration) payable to
this Corporation upon the exercise of such Options or the conversion or exchange
of such Convertible Securities, or, in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities by

                  (2) the maximum number of shares of Common Stock (as set forth
in the instrument relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such number) issuable upon the exercise
of such Options or the conversion or exchange of such Convertible Securities.


                                       8
<PAGE>

                  (e) Adjustment to the Conversion Rate due to Stock Split,
Stock Dividend or Other Similar Event. If, prior to the conversion of all the
Series A Preferred, the number of outstanding shares of Common Stock is
increased by a stock split, stock dividend or other similar event, the Series A
Conversion Value shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, with the exception of the
Reverse Stock Split, the Series A Conversion Value shall be proportionately
increased.

                  (f) Adjustment Due to Consolidation, Merger, Exchange of
Shares, Recapitalization, Reorganization or Other Similar Event. If, prior to
the conversion of all the Series A Preferred, (i) there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization or other
similar event, as a result of which shares of Common Stock of this Corporation
shall be changed into the same or a different number of shares of the same or
another class or classes of stock or securities of this Corporation or another
entity, or (ii) there occurs a sale of all or substantially all of this
Corporation's assets that is not deemed to be a liquidation, dissolution or
winding up of this Corporation pursuant to Section 4(c), then the Series A
Holders thereafter shall have the right to receive upon conversion of the shares
of Series A Preferred held by them, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, (i) such stock, securities
and/or other assets which the Series A Holders would have been entitled to
receive in such transaction had the Series A Preferred, together with all unpaid
and accrued dividends thereon (whether or not earned or declared), been
converted immediately prior to such transaction, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the Series A Holders to the end that the provisions hereof (including, without
limitation, provisions for the adjustment of the Series A Conversion Value and
the Series A Conversion Rate) shall thereafter be applicable, as nearly as may
be practicable in relation to any securities thereafter deliverable upon the
exercise hereof.

                  (g) Certificates as to Adjustments. Upon each adjustment or
readjustment of the Series A Conversion Value pursuant to Sections 5(d), (e) and
(f) above, this Corporation at its expense promptly shall compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to each holder of Series A Preferred a certificate of the Chief
Financial Officer of this Corporation setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. This Corporation shall, upon the written request at any
time of any holder of Series A Preferred, furnish or cause to be furnished to
such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the then effective Series A Conversion Value, and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of each share of such Series A
Preferred.

                  (h) No Impairment. This Corporation will not, by amendment of
its Certificate of Incorporation or through any reorganization, transfer of
assets, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by this Corporation, but will at all times
in good faith assist in the carrying out of all the provisions hereof and in the
taking of all such action as may be necessary or appropriate to protect the
Conversion Rights against impairment.


                                       9
<PAGE>

            6. Mandatory Conversion by Corporation.

            (a) If:

            (i) the Reverse Stock Split of this Corporation has become
      effective,

            (ii) the shares of Common Stock to be issued on any mandatory
      conversion of shares of the Series A Preferred pursuant to this Section 6
      are Freely Tradeable,

            (iii) the Common Stock is listed on a Principal Market and trading
      on such market or exchange shall not have been suspended, or

            (iv) no Series A Preferred Breach or any event which, with the
      notice or passage of time, or both, would become an Series A Preferred
      Breach has occurred and is continuing,

then this Corporation may, at its option, cause all of the outstanding Series A
Preferred to be converted into shares of Common Stock, in accordance with
Section 6(b), at any time and from time to time, if (x) the Market Price of the
Common Stock for any twenty (20) of the thirty (30) most recent consecutive
Trading Days prior to the giving of the notice referred to in Section 6(c) below
equaled or exceeds the Target Price, and (y) the daily trading volume of the
Common Stock for any twenty (20) of the thirty (30) most recent consecutive
Trading Days prior to the giving of the notice referred to in Section 6 (c)
below equaled or exceeds 50,000 shares;

            (b) Each share of Series A Preferred shall be converted into a
number of shares of Common Stock equal to the Series A Conversion Rate. Upon
conversion of shares of Series A Preferred, any accrued and unpaid dividends
thereon (whether or not earned or declared) shall be converted into shares of
Common Stock at the then Market Price of the Common Stock.

            Notwithstanding the preceding, this Corporation may, at its sole
discretion, pay any or all of the accrued and unpaid dividends in cash. Subject
to the provisions of the DGCL, no fractional shares of Common Stock shall be
issued on the mandatory conversion, but the number of shares shall be rounded up
or down to the nearest whole number. The amount of any accrued and unpaid
dividends that this Corporation elects to pay in cash shall be promptly sent to
the holder thereof by means of check or other means provided by this
Corporation.

            (c) This Corporation shall give thirty (30) days notice of its
intent to convert in accordance with this Section no later than five (5)
calendar days from the end of the thirty (30)-day period described above. Upon
the giving of the notice referred to above, this Corporation shall be bound to
convert the Series A Preferred as to which notice has been provided. During the
30-day notice period, holders of the Series A Preferred will retain their right
to convert their shares of Series A Preferred in accordance with Section 5.

      7. Voting Rights. Each holder of outstanding shares of Series A Preferred
shall be entitled to the number of votes equal to (i) prior to the effective
date of the Reverse Stock Split, the product of eighty-nine (89) multiplied by
the number of whole shares of Common Stock into which the shares of Series A


                                       10
<PAGE>

Preferred held by such holder are then convertible (regardless of whether such
conversion is permissible at that time), or (ii) subsequent to the effective
date of the Reverse Stock Split, the number of whole shares of Common Stock into
which the shares of Series A Preferred held by such holder are then convertible,
with respect to any and all matters presented to the stockholders of this
Corporation for their action or consideration. Except as provided by law, or the
provisions of Section 8, holders of Series A Preferred shall vote together with
the holders of Common Stock as a single class on any actions to be taken by the
stockholders of this Corporation.

            8. Protective Provisions. So long as any shares of Series A
Preferred are outstanding, this Corporation shall not without first obtaining
the approval (by vote or written consent, as provided by the DGCL) of the
Holders of outstanding shares of Series A Preferred constituting an 80% majority
of the outstanding shares of Series A Preferred:

                  (a) alter or change the rights, preferences or privileges of
the Series A Preferred, including, but not limited to, the creation or
authorization of any Senior Securities;

                  (b) increase the size of the authorized number of Series A
Preferred; or

                  (c) do any act or thing not authorized or contemplated by
these Certificate of Incorporation which would result in taxation of the Series
A Holders under Section 305 of the Internal Revenue Code of 1986, as amended (or
any comparable provision of the Internal Revenue Code as hereafter from time to
time amended).

If the Holders of outstanding shares of Series A Preferred constituting an 80%
majority of the outstanding shares of Series A Preferred agree to allow this
Corporation to alter or change the rights, preferences or privileges of the
shares of Series A Preferred, pursuant to this Section, so as to affect
adversely the Series A Preferred, then this Corporation will deliver notice of
such approved alteration or change to the Series A Holders that did not agree to
such alteration or change (the "Series A Dissenting Holders"), and the Series A
Dissenting Holders shall thereafter have the right for a period of 30 days to
convert pursuant to the terms of these Certificate of Incorporation as they
exist prior to such alteration or change or continue to hold their shares of
Series A Preferred subject to the approved alteration or change of the rights,
preferences or privileges of the Series A Preferred.

            9. Status of Converted Stock. Whenever any shares of Series A
Preferred are converted pursuant to Section 5, the shares so converted shall be
canceled, shall return to the status of authorized but unissued preferred stock
of no designated series, and shall not be issuable by this Corporation as Series
A Preferred.

            10. Definitions. As used herein, the following terms shall have the
following meanings:

            "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued (or, pursuant to Section 5(d)(ii), deemed to be issued) by this
Corporation after the Series A Original Issue Date, other than shares of Common
Stock issued or issuable:

                  (i) upon conversion of shares of Series A Preferred;


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<PAGE>

                  (ii) to officers, directors or employees of, or financial
            advisors or other consultants to, this Corporation pursuant to a
            Plan or Plans or pursuant to any acquisition, financing or other
            written agreement, including without limitation employment
            agreements, so long as any such Plan or written agreement has been
            approved by the Board of Directors; and

                  (iii) as a dividend or distribution on Series A Preferred.

            "Affiliate" means, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the subject Person. For purposes
of the term "Affiliate," the term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or to cause the direction of the management and
policies of a Person, whether through the ownership of securities, by contract
or otherwise.

            "Alternative Stock Exchange" means any other national stock exchange
or the Nasdaq National Market or the Nasdaq Smallcap Market.

            "Board of Directors" means the Board of Directors of this
Corporation.

            "Common Stock" shall mean the common stock, par value $0.00001 per
share, of this Corporation.

            "Convertible Securities" shall mean any evidences of indebtedness,
shares (other than Common Stock or Series A Preferred) or other securities
convertible into or exchangeable for Common Stock.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Freely Tradeable" means, with respect to the Common Stock issuable
upon the conversion or redemption of or, if relevant, on the payment of a
dividend upon the Series A Preferred, that under the Securities Act the holders
thereof may then offer and sell any amount of such outstanding securities to the
public in the United States in transactions that are not brokers' transactions
(as defined in the Securities Act) either (i) pursuant to an effective
registration statement then in effect or (ii) pursuant to Rule 144(k) under the
Securities Act. For purposes of determining whether such securities are Freely
Tradeable, it shall be assumed that no affiliate of the issuer has ever held
such securities from and after their issuance.

            "Fundamental Change" means

            (a) any consolidation or merger of this Corporation or any
      Subsidiary with or into another entity (other than a merger or
      consolidation of a Subsidiary into this Corporation or a wholly-owned
      Subsidiary) that has been approved by the Board of Directors where the
      stockholders of this Corporation immediately prior to such transaction do
      not collectively own at least 51% of the outstanding voting securities of
      the surviving entity of such consolidation or merger immediately following
      such transaction; or


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<PAGE>

            (b) the acquisition by a Person or entity or group of Persons or
      entities acting in concert as a partnership, limited partnership,
      syndicate or group, as a result of a tender or exchange offer, open market
      purchases, privately negotiated purchases or otherwise approved or
      consented to by the Board of Directors, of beneficial ownership of
      securities of this Corporation representing 50% or more of the combined
      voting power of the outstanding voting securities of this Corporation
      ordinarily (and apart from voting rights accruing in special
      circumstances) having the right to vote in the election of directors other
      than any such acquisition that arises from a transfer of outstanding
      securities of this Corporation that have voting power and not through
      action taken by this Corporation or any Subsidiary.

            "Majority Holders" means at any time the Holders of outstanding
shares of Series A Preferred which shares constitute a majority of the
outstanding shares of Series A Preferred.

            "Market Price" means with respect to any security on any date the
VWAP of such security for such date on the Principal Market, as reported by
Bloomberg Financial, L.P.

            "Options" shall mean rights, options or warrants to subscribe for,
purchase or otherwise acquire either Common Stock or Convertible Securities.

            "Plan" shall mean a written stock grant, option plan or purchase
plan or other employee stock incentive program.

            "Person" means any individual, corporation, partnership,
association, trust or other entity or organization, including a government or
political subdivision or any agency or instrumentality thereof.

            "Principal Market" means the NASD OTC Bulletin Board or any
Alternative Stock Exchange on which the Common Stock is listed for trading which
at such time constitutes the principal securities market for the Common Stock.

            "Property" means any kind of property or asset, whether real,
personal, mixed, or tangible or intangible, and any interest therein.

            "Reverse Stock Split" means the 1 for 89 reverse stock split of this
Corporation's Common Stock approved by the holders of Common Stock of this
Corporation on May 31, 2005 (the "Reverse Stock Split").

            "Securities Act" means the Securities Act of 1933, as amended.

            "Series A Original Issue Date" shall mean June 30, 2005.

            "Series A Preferred Breach" means any one of the following events:

                  (1) any Fundamental Change;


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<PAGE>

                  (2) this Corporation fails to declare or pay in full any
            dividend payable on the shares of Series A Preferred on the
            applicable Dividend Payment Date, and such failure is not cured with
            30 days, or fails to issue, within three Trading Days, any Shares of
            Common Stock due upon the due conversion or redemption of any share
            of Series A Preferred;

                  (3) the adoption of any amendment to the Certificate of
            Incorporation of this Corporation (other than (A) any such amendment
            which has been approved by the Majority Holders or (B) any
            Certificate of Designations for a series of preferred stock of this
            Corporation which (i) has been approved by the Majority Holders or
            (ii) creates any stock which is a Junior Security) which materially
            and adversely affects the rights of the Holders or the taking of any
            other action by this Corporation which materially and adversely
            affects the rights of the Holders;

                  (4) this Corporation (A) fails to comply with any provision of
            Section 2(b), 4 or 8 or (B) fails to comply in any material respect
            with Section 2 of the Subscription Agreement, and such breach
            continues for a period of 30 days after notice thereof to this
            Corporation from any Series A Holder;

                  (5) any written representation or warranty of this Corporation
            made in or pursuant to any Transaction Document shall be false or
            misleading in any material respect when made or deemed made; or

                  (6) this Corporation or any Subsidiary shall commence a
            voluntary case or other proceeding seeking liquidation,
            reorganization or other relief with respect to itself or its debts
            under any bankruptcy, insolvency or other similar law now or
            hereafter in effect or seeking the appointment of a trustee,
            receiver, liquidator, custodian or other similar official of it or
            any substantial part of its property, or shall consent to any such
            relief or to the appointment of or taking possession by any such
            official in an involuntary case or other proceeding commenced
            against it, or shall make a general assignment for the benefit of
            creditors, or shall fail generally to pay its debts as they become
            due or shall admit in writing its inability generally to pay its
            debts as they become due.

            "Subscription Agreement" means the Subscription Agreement, dated as
of June 30, 2005, by and between this Corporation and the original holder
pursuant to which the shares of Series A Preferred were issued.

            "Subsidiary" of any Person means any corporation of which at least a
majority of the shares of stock having by the terms thereof ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have voting power by reason of the happening of any
contingency) is directly or indirectly owned or controlled by any one of or any
combinations of this Corporation or one or more of its Subsidiaries.

            "Target Price" means 200% of the Series A Conversion Value at the
time in effect.


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<PAGE>

                  "Trading Day" means any day (other than a Saturday or Sunday)
on which the American Stock Exchange or the Alternative Stock Exchange, as the
case may be, is open for business.

                  "Transaction Documents" means, individually or collectively,
the Subscription Agreements, this Certificate of Designations, and each other
instrument statement or certificate given in writing in connection herewith or
therewith.

                  "VWAP" of any security on any Trading Day means the
volume-weighted average closing price of such security on such Trading Day on
the Principal Market, as reported by Bloomberg Financial, L.P. (based on a
Trading Day from 9:30 a.m., Eastern Time, to 4:00 p.m., Eastern Time), using the
AQR Function, for such Trading Day; provided, however, that during any period
the VWAP is being determined, the VWAP shall be subject to adjustments
acceptable to the Majority Holders for stock splits, stock dividends,
combinations, and capital reorganizations, as applicable."


                                       15
<PAGE>

         IN WITNESS WHEREOF, this Certificate of Designations have been duly
adopted by the Board of Directors of this Corporation and have been duly
executed as the act and deed of this Corporation by its Secretary thereunto duly
authorized this 30th day of June, 2005.


                                               RONCO CORPORATION


                                               By:  /s/ Evan J. Warshawsky
                                                    ------------------------
                                                    Evan J. Warshawsky
                                                    Secretary






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