EXHIBIT 10.38



                   CERTIFICATE OF DESIGNATION, VOTING POWERS,

                     PREFERENCES AND RIGHTS OF THE SERIES OF

                             THE PREFERRED STOCK OF



                      LAS VEGAS ENTERTAINMENT NETWORK, INC.



                                To Be Designated

                            Series A Preferred Stock



Las  Vegas   Entertainment   Network,   Inc.,   a  Delaware   corporation   (the
     "Corporation"), pursuant to its Certificate of Incorporation, as amended to
     date,  and  Section  151 of the  General  Corporation  Law of the  State of
     Delaware,  hereby  certifies that the Board of Directors of the Corporation
     has duly adopted by unanimous  written  consent the  following  resolutions
     providing  for the  issuance by the  Corporation  of a series of  Preferred
     Stock to be  designated  Series A  Preferred  Stock and to  consist  of One
     Million (1,000,000) shares:



                  "RESOLVED,  that  the  Corporation  is  authorized  to issue a
         series of Preferred  Stock to be  designated  Series A Preferred  Stock
         (the  "Series A  Preferred")  to  consist  of One  Million  (1,000,000)
         shares; and



                  RESOLVED,  that the powers and  designations,  preferences and
         rights,  qualifications,  limitations  and  restrictions  on all of the
         Series A Preferred shall be as follows:



                           (a)  Issuance.  The  series  of the  Preferred  Stock
                  designated  "Series A Preferred"  shall consist of One Million
                  (1,000,000)  shares.  The Series A Preferred  may be issued as
                  partly  paid  shares  in  accordance  with the  provisions  of
                  Section 156 of the Delaware General Corporation Law.



(b)  Dividend  Rights.  The  holders  of the  Series A  Preferred  shall  not be
     entitled to receive any dividends or other distributions.



(c)  Voting Rights.  Each holder of the Series A Preferred  shall be entitled to
     twenty (20) votes for each share of the Series A Preferred standing in

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                  the  name of the  holder  on the  stock  record  books  of the
                  Corporation  on the  record  date  for  the  determination  of
                  stockholders  entitled  to notice of and to vote at any annual
                  or special meeting of the stockholders of the Corporation, but
                  only as to (i) stock splits  (including  reverse stock splits)
                  and  repurchase  programs,  and (ii) (ii) any other  matter or
                  matters from time-to-time designated by the Company's Board of
                  Directors.  The  holders of shares of the Series A  Preferred,
                  the holders of shares of the  Corporation's  common stock, par
                  value  $0.01 per share  ("Common  Stock"),  and the holders of
                  shares of any other class of capital stock of the  Corporation
                  which  possess  voting  power shall vote  together as a single
                  class upon the foregoing.



                           (d) Rights on  Liquidation,  Dissolution  and Winding
                  Up. The liquidation,  dissolution and winding up preference of
                  each share of the Series A Preferred  shall be an amount equal
                  to the  consideration  actually  paid  thereon.  The merger or
                  consolidation  of the  Corporation  into  or  with  any  other
                  corporation  or of any  other  corporation  into or  with  the
                  Corporation (other than a merger or consolidation with or into
                  one or more wholly-owned subsidiaries), or a sale, transfer of
                  lease of all or a  substantial  portion  of the  assets of the
                  Corporation, shall be deemed to be a liquidation,  dissolution
                  or winding up of the  Corporation  within the  meaning of this
                  paragraph (d).



                           (e)  Mandatory  Conversation.  In the event  that the
                  Corporation  exercises  the Option  granted to it  pursuant to
                  that certain Option  Agreement,  dated as of June 30, 1997, by
                  and  between  the  Corporation  and  Nunzio P.  DeSantis  (the
                  "Option  Agreement"),  each  share of the  Series A  Preferred
                  shall be  converted  into the number of shares of Common Stock
                  determined  in  accordance  with  the  provisions  of  Article
                  I(a)(iii) of the Option Agreement.



                           (f) No Dilution or Impairment.  The Corporation shall
                  not amend its Certificate of  Incorporation  or participate in
                  any reorganization, transfer of assets, consolidation, merger,
                  dissolution,  issue,  or  sale  of  securities  or  any  other
                  voluntary  action,  for the  purpose of avoiding or seeking to
                  avoid the  observance or performance of any of the terms to be
                  observed or performed  hereunder by the Corporation,  but will
                  at all times in good  faith  assist in  carrying  out all such
                  action as may be reasonably  necessary or appropriate in order
                  to protect the rights of the holders of the Series A Preferred
                  against  dilution or impairment  (for which  adjustment is not
                  otherwise provided herein).













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IN   WITNESS  WHEREOF,  Las Vegas  Entertainment  Network,  Inc. has caused this
     Certificate  to be signed by Joseph A.  Corazzi,  its  President,  and Jehu
     Hand, its Assistant Secretary, this 15th day of January, 1998.





               Las Vegas Entertainment Network,
       Inc., a Delaware corporation







                      By:      /s/Joseph A. Corazzi
             Joseph A. Corazzi,

                                 President



        ATTEST:







        /S/ Jehu Hand

        Jehu Hand, Assistant

           Secretary



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                                  Schedule "B"



Upon mandatory conversion as provided in the Certificate of Designation,  Voting
     Powers, Preferences and Rights of the Series

        A  Preferred,  (i) the  entire  issue  of  Series A  Preferred  shall be
converted  into that number of  restricted  shares of LVEN Common Stock equal to
(a) eighty percent (80%) of the amount stated as the "fair" or "market" value of
the Racetrack in a valuation report and/or fairness opinion commissioned by, and
acceptable  to the Board of Directors  of, LVEN,  and to be prepared by Houlihan
Lokey & Associates (or another investment banking firm acceptable to Optionor if
such firm for any reason is unable to prepare such valuation report), divided by
(b) the average  per share  closing  price of LVEN Common  Stock over the twenty
(20) trading days  preceding  the giving of the Exercise  Notice,  and (ii) LVEN
shall pay to Optionor  the sum of One Million  Dollars  ($1,000,000),  and shall
undertake  the payment to Optionor of an  additional  Three  Million Six Hundred
Thousand Dollars ($3,600,000), payable monthly commencing in the month following
such conversion, without interest accrual, in thirty-six (36) equal installments
of One Hundred Thousand Dollars ($100,000) each.







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