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                                                                   EXHIBIT 3.1


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                           CERTIFICATE OF DESIGNATION
                                        
                                       OF
                                        
                        ELECTRONICS COMMUNICATIONS CORP.
                                        
                                        

     UNDER SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW, ELECTRONICS
COMMUNICATIONS CORP., a Delaware corporation (the "Corporation") certifies as
follows:

     FIRST:    Under the authority contained in Article FOURTH of the
Certificate of Incorporation of the Corporation, as amended, the Board of
Directors of the Corporation has classified 4,000,000 of the authorized but
unissued shares of Preferred Stock, $.01 par value, of the Corporation as shares
of "Series B Preferred Stock."

     SECOND:   The following resolution was duly adopted by the Board of
Directors of the Corporation on September 30, 1996, and such resolution has not
been modified and is in full force and effect on the date hereof:

     RESOLVED, that the Board of Directors hereby creates and classifies, from
the authorized but unissued shares of preferred stock of the Corporation, $0.01
par value, (hereinafter the "preferred stock"), a series of 4,000,000 shares of
Preferred Stock, $0.01 par value, and hereby fixes the voting powers,
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of the
shares of such series, in addition to those set forth in the Certificate of
Incorporation as follows:

     (a)  DESIGNATION.  The designation of the series of Preferred Stock created
by this resolution shall be "Series B Preferred Stock" (hereinafter the "Series
B Preferred Stock").  The number of authorized shares constituting the Series B
Preferred Stock shall be 4,000,000.  The number of authorized shares of Series B
Preferred Stock may be increased or reduced by further resolution duly adopted
by the Board of Directors and by the filing of a certificate pursuant to the
provisions of the General Corporation Law of the State of Delaware stating that
such increase or reduction has been so authorized.


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     (b)  VOTING.  The holders of shares of Series B Preferred Stock shall not
be entitled to any notice of meetings of stockholders nor any vote, except as
required by the Delaware General Corporation Law.

     (c)  LIQUIDATION RIGHTS.

     (1)  Upon the dissolution, liquidation or winding up of the Corporation,
          the holders of the shares of Series B Preferred Stock shall be
          entitled to receive and to be paid out of the assets of the
          Corporation available for distribution to its stockholders, before any
          payment or distribution shall be made on the Common Stock or any other
          class of capital stock ranking junior to the Series B Preferred Stock
          upon such liquidation, dissolution or winding up, an amount equal to
          $0.01 per share of Series B Preferred Stock.
     
     (2)  After the payment to the holders of the shares of Series B Preferred
          Stock of the full preferential amounts provided for in Paragraph
          (c)(1), the holders of the Series B Preferred Stock as such shall not
          be entitled to receive any additional distribution.
     
     (3)  In the event the assets of the Corporation available for distribution
          to the holders of shares of Series B Preferred Stock upon any
          dissolution, liquidation or winding up of the Corporation, whether
          voluntary or involuntary, shall be insufficient to pay in full all
          amounts to which such holders are entitled pursuant to Paragraph
          (c)(1) above, no such distribution shall be made on account of any
          shares of any other class or series of capital stock of the
          Corporation ranking on a parity with the shares of this Series upon
          such dissolution, liquidation or winding up unless proportionate
          distribution amounts shall be paid on account of the shares of Series
          B Preferred Stock, ratably, in proportion to the full distributable
          amounts for which holders of all such parity shares are respectively
          entitled upon such dissolution, liquidation or winding up.

     (d)  CONVERSION.  Each share of Series B Preferred Stock shall be
convertible at any time after November 1, 1996 (which date shall be set forth in
a certificate filed pursuant to Section 103(f) of the General Corporation Law)
at the option of the holder thereof into one and one-half (1.5) shares of Common
Stock (the "Conversion Rate").

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     The Conversion Rate shall be subject to adjustment from time to time in
certain instances as hereinafter provided, except that no adjustment shall be
made unless by reason of the happening of any one or more of the events
hereinafter specified, the Conversion Rate then in effect shall be changed by
20% or more, but any adjustment of less than 20% that would otherwise be
required then to be made shall be carried forward and shall be made at the time
of and together with any subsequent adjustment which, together with any
adjustment or adjustments so carried forward, amounts to 20% or more.

     Before any holder of shares of Series B Preferred Stock shall be entitled
to convert the same into Common Stock, he shall surrender the certificate or
certificates for such shares of Series B Preferred Stock to the Corporation
during regular business hours, at the office of any transfer agent of the
Corporation for the Series B Preferred Stock, or at the Principal office of the
Corporation or at such other place as may be designated by the Corporation,
which certificate or certificates, if the Corporation shall so request, shall be
duly endorsed to the Corporation or in blank, or accompanied by proper
instruments of transfer to the Corporation or in blank, and shall give written
notice to the Corporation that he elects so to convert said shares of Series B
Preferred Stock, and shall state in writing therein the name or names in which
he wishes the certificate or certificates for Common Stock to be issued.

     The Corporation will, as soon as practicable after such surrender of
certificates for shares of Series B Preferred Stock accompanied by the written
notice and the statement above prescribed, issue and deliver at the office
appointed as aforesaid, to the person for whose account such Series B Preferred
Stock was so surrendered, or to his nominee or nominees, certificates for the
number of full shares of Common Stock to which he shall be entitled as
aforesaid, together with a cash adjustment for any fraction of a share as
hereinafter stated, if not evenly convertible.  Subject to the following
provisions of this paragraph, such conversion shall be deemed to have been made
as of the date such surrender of Series B Preferred Stock to be converted was
duly made and the person or persons entitled to receive the Common Stock
issuable upon conversion of such Series B Preferred Stock shall be treated for
all purposes as the record holder or holders of such Common Stock on such date. 
The Corporation shall not be required to convert, and no surrender of Series B
Preferred Stock shall be effective for that purpose, while the stock transfer
books of the Corporation are closed for any purpose; but the surrender of Series
B Preferred Stock for conversion during any period while such books are so
closed shall become effective for conversion immediately upon the reopening of
such books, as if the conversion had been made on the date such Series B
Preferred Stock was surrendered, and at the Conversion Rate in effect at the
date of such surrender.


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     The Conversion Rate shall be subject to adjustment from time to time as
follows, regardless of whether or not such Series B Preferred Stock is
outstanding at the time;

     (1)  STOCK DIVIDENDS, SUBDIVISION, COMBINATIONS.     If the Corporation
          shall at any time (a) take a record of the holders of its Common Stock
          for the purpose of entitling them to receive a dividend payable in, or
          other distribution of, Common Stock; (b) subdivide its outstanding
          shares of Common Stock into a larger number of shares of Common Stock;
          or (c) combine its outstanding shares of Common Stock, the Conversion
          Rate in effect immediately prior thereto shall be adjusted so that
          each share of Series B Preferred Stock shall thereafter be convertible
          into the number of shares of Common stock which the holder of such
          shares of Series B Preferred Stock would have been entitled to receive
          after the happening of any of the events described above had such
          share been converted immediately prior to the happening of such event.
          An adjustment made pursuant to this subparagraph (1) shall become
          effective retroactively to the record date in the case of a dividend
          and shall become effective on the effective date in the case of a
          subdivision or combination.
     
     (2)  REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR CONVEYANCE
          OF ASSETS.  In case of any capital reorganization or any
          reclassification of the capital stock of the Corporation or in case of
          the consolidation or merger of the Corporation with or into another
          corporation or in the case of any sale or conveyance of all or
          substantially all of the property, assets or business of the
          Corporation, each share of Series B Preferred Stock shall thereafter
          be convertible into the number of shares of stock or other securities
          or property receivable upon such capital reorganization,
          reclassification of capital stock, consolidation, merger, sale or
          conveyance, as the case may be, by a holder of the number of shares of
          Common Stock into which such shares of Series B Preferred Stock was
          convertible immediately prior to such capital reorganization,
          reclassification or capital stock consolidation, merger, sale or
          conveyance; and, in any case, appropriate adjustment (as reasonably
          determined in good faith by the Board of Directors of the Corporation)
          shall be made in the application of the provisions herein set forth
          with respect to the rights and interests thereafter of the holders of
          the Series B Preferred Stock to the end that the provisions set forth
          herein (including the specified changes in and other adjustments of
          the Conversion Rate) shall 

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          thereafter be applicable, as nearly as reasonably may be, in relation
          to any shares of stock or other securities or other property
          thereafter deliverable upon the conversion of the Series B Preferred 
          Stock.
     
     (3)  OTHER ACTION AFFECTING CAPITAL STOCK.  In case at any time or from
          time to time the Corporation shall take any action affecting its
          capital stock, other than an action described in any of the foregoing
          subparagraphs (1) and (2), then, unless the Board of Directors of the
          Corporation reasonably determines in good faith that such action will
          not have a material adverse effect upon the rights of the holders of
          the Series B Preferred Stock, the Conversion Rate shall be adjusted in
          such manner and at such time as the Board of Directors of the
          Corporation may reasonably and in good faith determine to be equitable
          in the circumstances.
     
     (4)  CERTIFICATE OF ADJUSTMENT.  Whenever the Conversion Rate is adjusted
          as herein provided, the Corporation shall forthwith file with any
          transfer agent for the Series B Preferred Stock appointed as aforesaid
          a certificate, signed by the President or one of the Vice Presidents
          of the Corporation and by its Treasurer or any Assistant Treasurer,
          stating the adjusted Conversion Rate determined as provided in this
          paragraph.  Such certificate shall show in detail the facts requiring
          such adjustment.  Whenever the Conversion Rate is adjusted, the
          Corporation will forthwith cause a notice stating the adjustment and
          the Conversion Rate as adjusted to be mailed to the holders of Series
          B Preferred Stock.  Such transfer agent shall be under no duty to make
          any inquiry or investigation as to the statements contained in any
          such certificate or as to the manner in which any computation was
          made, but may accept such certificate as conclusive evidence of the
          statements therein contained, and such transfer agent shall be fully
          protected with respect to any and all acts done or actions taken or
          suffered by it in reliance thereof. No transfer agent in its capacity
          as transfer agent shall be deemed to have any knowledge with respect
          to any change of capital structure of the Corporation unless and until
          it receives a notice thereof pursuant to the provisions of this
          subparagraph (4) and in default of any such notice such transfer agent
          may conclusively assume that there has been no such change.
     
     (5)  RESERVATION OF COMMON STOCK.  The Corporation shall at all times
          reserve and keep available out of its authorized and unissued Common
          Stock, solely for the purpose of affecting the conversion of the
          Series B Preferred Stock, such number 

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          of shares as shall from time to time be sufficient to effect the 
          conversion of all shares of Series B Preferred Stock from time to 
          time outstanding.  The Corporation shall from time to time, in 
          accordance with the General Corporation Law of the State of Delaware,
          increase the authorized amount of its Common Stock if at any time the
          number of shares of Common Stock remaining unissued shall not be 
          sufficient to permit the conversion of all the then outstanding 
          Series B Preferred Stock.
     
     (6)  SETTLEMENT OF FRACTIONAL SHARES.  No fractional shares of Common Stock
          are to be issued upon conversion of the Series B Preferred Stock, but
          in lieu thereof the Corporation will pay therefor in cash based on the
          fair market value (as reasonably determined in good faith by the Board
          of Directors of the Corporation) of the Common Stock on the business
          day immediately preceding the day of conversion.
     
     (7)  TAXES.  The Corporation will pay any and all issue and other taxes
          (other than taxes based on income) that may be payable in respect of
          any issue or delivery of shares of Common Stock on conversion of
          shares of Series B Preferred Stock.  The Corporation shall not,
          however, be required to pay any tax which may be payable in respect of
          any transfer involved in the issue and delivery of Common Stock in a
          name other than that in which the shares of Series B Preferred Stock
          so converted were registered, and no such issue or delivery shall be
          made unless and until the person requesting such issue has paid to the
          Corporation the amount of any such tax, or has established, to the
          satisfaction of the Corporation, that such tax has been paid.
     
          Shares of Series B Preferred Stock which are converted into Common
          Stock shall have the status of retired shares and shall not be
          available for reissuance.
     
          Shares of Common Stock shall not be convertible into any other
          securities of the Corporation.

     (e)  RANKING.  For purposes of this resolution, no capital stock of any
          class or series shall be deemed to rank prior to the shares of
          Series B Preferred Stock upon any liquidation, dissolution or winding
          up of the Corporation.  Any capital stock of any class or series of 
          the Corporation shall be deemed to rank as follows:

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     (1)  on a parity with shares of Series B Preferred Stock upon the
          liquidation, dissolution or winding up of the Corporation, as the case
          may be, if the holders of such capital stock shall be entitled to the
          receipt of amounts distributable upon such liquidation, dissolution or
          winding up in proportion to their respective liquidation prices,
          without preference or priority, one over the other, as between the
          holders of such capital stock and holders of the Series B Preferred
          Stock.
     
     (2)  junior to shares of Series B Preferred Stock upon such liquidation,
          dissolution or winding up (the "Junior Stock"), if such capital stock
          shall be Common Stock, or if the holders of the shares of Series B
          Preferred Stock shall be entitled to the receipt of amounts
          distributable upon such liquidation, dissolution or winding up of the
          Corporation in preference or priority to the holders of shares of such
          capital stock.
     
     (f)  NO OTHER RIGHTS.  The shares of Series B Preferred Stock shall not 
          have any relative, participating, optional or other special rights
          and powers other than as set forth above in this certificate of
          Designation and the Certificate of Incorporation.


                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, Electronics Communications Corp. has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by its
President, William Taylor, and attested by its Secretary, Brenda Taylor, this
22nd day of October 1996.

                              ELECTRONICS COMMUNICATIONS CORP.


[CORPORATE SEAL]
                              By: /s/ William Taylor
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                                   William Taylor, President



ATTEST:


/s/ Brenda Taylor
-----------------------------
Brenda Taylor, Secretary


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