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

                         CEREX ENTERTAINMENT CORPORATION

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

                            CERTIFICATE OF AMENDMENT

                                       to

                            ARTICLES OF INCORPORATION

                                       to

                         CEREX ENTERTAINMENT CORPORATION

     CEREX ENTERTAINMENT  CORPORATION, a corporation organized on April 4, 1989,
and existing  under and by virtue of the Nevada  General  Corporation  Law, does
hereby certify that:

     A. The name of the corporation is CEREX ENTERTAINMENT CORPORATION.

     B. Under authority of Section 78.195 of the Nevada General Corporation Law,
Article  FIFTH,  Part I of the  Certificate  of Amendment  to the  Corporation's
Certificate of Incorporation expressly vests authority in the Board of Directors
to prescribe the series,  number of each series,  voting  powers,  designations,
preferences,  limitations, restrictions and relative rights of the Corporation's
preferred shares, without shareholder approval.

     C. The Board of Directors of the Corporation has, by the unanimous  written
consent of its members taken on February 20, 1997, pursuant to Section 78.315 of
the Nevada General  Corporation Law, duly adopted a resolution  setting forth an
amendment to the Certificate of Incorporation of the Corporation designating and
establishing  a series of preferred  stock  consisting  of  4,000,000  preferred
shares known as the:

     "SERIES A, 6.75% NON-VOTING CONVERTIBLE PREFERRED STOCK"

     D. The Corporation submits this Certificate of Amendment to its Certificate
of Incorporation  for the purpose of establishing and designating such series of
preferred stock as required by Section 78.1955 of the Nevada General Corporation
Law.

     E. A copy of the  "Resolution  of the  Board of  Directors  Establishing  a
Series of Shares of Preferred Stock of CEREX ENTERTAINMENT CORPORATION" dated as
February 20,  1997,  setting  forth the text of the  amendment  prescribing  the
series,  number  of  each  series,  voting  powers,  designations,  preferences,
limitations,  restrictions and relative rights of the Series A, 6.75% Non-Voting
Convertible Preferred Stock, is attached hereto as EXHIBIT A and is incorporated
by references in this document as if fully set forth herein.

     F. No shares of the Series A, 6.75% Non-Voting  Convertible Preferred Stock
have been issued.

     G. No approval of the corporation's  shareholders is necessary in regard to
this amendment or its filing with the Nevada Secretary of State.


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     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Amendment as of the below date.

DATED:  March 6, 1997                  CEREX ENTERTAINMENT CORPORATION


                                          By    /S/ JOHN D. BRASHER JR.
                                             -----------------------------------
                                                John D. Brasher Jr., President


X     /S/ ELIZABETH M. CROSSE
 --------------------------------------------
       Elizabeth M. Crosse, Asst. Secretary



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                                 ACKNOWLEDGEMENT

STATE OF COLORADO )
                  )  ss:
COUNTY OF DENVER  )

      I HEREBY  CERTIFY  that before me, the  undersigned  Notary  Public,  duly
qualified and commissioned in and for the above jurisdiction personally came and
appeared John D. Brasher Jr., President of CEREX  ENTERTAINMENT  CORPORATION,  a
Nevada  corporation,  who acknowledged that he signed the foregoing document and
that the statements therein contained are true and correct.

      SWORN TO AND SUBSCRIBED before me on March 6, 1997.


X    /S/ ELIZABETH M. CROSSE            My Commission Expires:   August 16, 1997
 --------------------------------
            Notary Public