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                                                                     Exhibit 3.4

                          CERTIFICATE OF DESIGNATION


     Jehu Hand and Kimberly Peterson certify that they are the President and
Secretary, respectively, of Diva Entertainment, Inc., a Delaware corporation
(hereinafter referred to as the "Corporation"); that, pursuant to the
Corporation's Certificate of Incorporation and Section 151(g) of the Delaware
General Corporation Law, the Board of Directors of the Corporation adopted the
following resolutions on December 28, 1998; and that none of the Series A
Convertible Preferred Stock referred to in this Certificate of Designation has
been issued.

     1.  Creation of Series A Convertible Preferred Stock. There is hereby
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created a series of preferred stock consisting of 1,721 shares and designated as
Series A Convertible Preferred Stock, having the voting powers, preferences, and
relative, participating, optional and other special rights, qualifications,
limitations and restrictions that are set forth below.

     2.  Dividend Provisions. The holders of shares of Series A Convertible
         -------------------
Preferred Stock shall be entitled to receive cumulative preferential dividends,
equal in value to $60.00 per share per annum, payable annually on each
anniversary date of issuance and on conversion pro rata based on a 360-day year
consisting of 12 months of 30 days each. In the option of the Corporation, such
divided may be paid in cash or in shares of the Corporation's common stock (the
"Common Stock") valued at the "Conversion Rate" (defined below), in effect as of
the applicable date. Each share of Series A Convertible Preferred Stock shall
rank on a parity with each other share of Series A Convertible Preferred Stock
with respect to dividends.

     3.  Redemption Provisions. The Series A Convertible Preferred Stock shall
         ---------------------
not be redeemable without the consent of the holder.

     4.  Liquidation Provisions. In the event of any liquidation, dissolution
         ----------------------
or winding up of the Corporation, whether voluntary or involuntary, the Series A
Convertible Preferred Stock shall be entitled to receive an amount equal to
$2,000.00 per share. After the full preferential liquidation amount has been
paid to, or determined and set apart for the Series A Convertible Preferred
Stock and all other series of Preferred Stock hereafter authorized and issued,
if any, the remaining assets of the Corporation available for distribution to
shareholders shall be distributed ratably to the holders of the Common Stock. In
the event the assets of the Corporation available for distribution to its
shareholders are insufficient to pay the full preferential liquidation amount
per share required to be paid to the holders of the Corporation's Series A
Convertible Preferred Stock and all other series of Preferred Stock the entire
amount of assets of the Corporation available for distribution to shareholders
shall be distributed ratably to the holders of the Series A Convertible
Preferred Stock and of any other series of Preferred Stock hereafter authorized
and issued, and the holders of the Corporation's Common Stock shall receive
nothing. A reorganization or any other consolidation or merger of the
Corporation with or into any other corporation, or any other sale of all or
substantially all of the assets of the Corporation, shall not be deemed to be a
liquidation, dissolution or winding up of the Corporation within the meaning of
this Section 4, and the Series A Convertible Preferred Stock shall be entitled
only to (i) the right provided in any agreement or plan governing the
reorganization or other consolidation, merger or sale of assets transaction,
(ii) the rights contained in this Delaware General Corporation Law and (iii) the
rights contained in other Sections hereof.
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     5.  Conversion Provisions. The holders of the shares of Series A
         ---------------------
Convertible Preferred Stock shall have conversion rights as follows (the
"Conversion Rights"):

          (a)  Right to Convert.
               -----------------

                  (1) Each share of Series A Convertible Preferred Stock (the
"Preferred Share") shall be convertible, at the option of its holder, at any
time after issuance, and shall be mandatorily converted on the first anniversary
of its date of issuance, into a number of shares of the Corporation's Common
Stock at a conversion rate (the "Conversion Rate"), subject to the adjustments
described below, equal to $2,000 divided by Sixty-Five Percent (65%) of the
average "Market Price" (defined below) of the Common Stock for the five trading
days immediately prior to the Conversion Date (as defined below). For purposes
of this Section 5(a)(1), "Market Price" for any date shall be the average bid
price of the Common Stock on such date, as reported by the National Association
of Securities Dealers Automated Quotation System ("Nasdaq"), or the average bid
price in the over-the-counter market if other than Nasdaq.

                  (2) No fractional shares of Common Stock shall be issued upon
conversion of the Preferred Shares, and in lieu thereof the number of shares of
Common Stock issuable for each Preferred Share converted shall be rounded to the
nearest whole number. Such number of whole shares of Common Stock issuable upon
the conversion of one Preferred Share shall be multiplied by the number of
Preferred Shares submitted for conversion pursuant to the "Notice of Conversion"
(defined below) to determine the total number of shares of Common Stock issuable
in connection with any conversion.

                  (3) In order to convert the Preferred Shares into shares of
Common Stock, the holder of the Preferred Shares shall: (i) complete, execute
and deliver to the Corporation the conversion certificate attached hereto as
Exhibit A (the "Notice of Conversion"); and (ii) surrender the certificate or
certificates representing the Preferred Shares being converted (the "Converted
Certificate") to the Corporation. The Notice of Conversion shall be effective
and in full force and effect if delivered to the Corporation by facsimile
transmission at (212) 807-8999. Provided that a copy of the Notice of Conversion
is delivered to the Corporation on such date by facsimile transmission or
otherwise, and provided that the original Notice of Conversion and the Converted
Certificate are delivered to the Corporation within three (3) business days
thereafter at 180 Varick Street, 13/th/ Floor, New York, New York 10014, the
date on which notice of conversion was first given shall be deemed the
"Conversion Date; and the person or persons entitled to receive the shares of
Common Stock issuable upon conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of the Conversion
Date. If the original Notice of Conversion and the Converted Certificate are not
delivered to the Corporation within three (3) business days following the
Conversion Date, the Notice of Conversion shall become null and void as if it
were never given and the Corporation shall, within two (2) business days
thereafter, return to the holder by overnight courier any Converted Certificate
that may have been submitted in connection with any such conversion. In the
event that any Converted Certificate submitted represents a number of Preferred
Shares that is greater than the number of such shares that is being converted
pursuant to the Notice of Conversion delivered in connection therewith, the
Corporation shall deliver, together with the certificates for the shares of
Common Stock issuable upon such conversion as provided herein, a

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certificate representing the remaining number of Series A Convertible Preferred
Shares not converted.

                (4) Upon receipt of a Notice of Conversion and the Converted
Certificate, the Corporation shall absolutely and unconditionally be obligated
to cause a certificate or certificates representing the number of shares of
Common Stock to which a converting holder of Preferred Shares shall be entitled
as provided herein, which shares shall constitute fully paid and nonassessable
shares of Common Stock, to be issued to, delivered by overnight courier to, and
received by such holder by the tenth (10/th/) business day following the
Conversion Date. Such delivery shall be made at such address as such holder may
designate therefor in its Notice of Conversion or in its written instructions
submitted together therewith.

                (5) No less than 25 shares of Series A Convertible Preferred
Stock may be converted at any one time, unless the holder holds less than 25
shares and converts all shares at that time.

          (b) Adjustments to Conversion Rate.
              -------------------------------

                (1) Reclassification, Exchange and Substitution. If the
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Common Stock issuable on conversion of the Series A Convertible Preferred Stock
shall be changed into the same or a different number of shares of any other
class or classes of stock, whether by capital reorganization, reclassification,
reverse stock split or forward stock split or stock dividend or otherwise (other
than a subdivision or combination of shares provided for above), the holders of
the Series A Convertible Preferred Stock shall, upon its conversion, be entitled
to receive, in lieu of the Common Stock which the holders would have become
entitled to receive but for such change, a number of shares of such other class
or classes of stock that would have been subject to receipt by the holders if
they had exercised their rights of conversion of the Series A Convertible
Preferred Stock immediately before that change.

                (2) Reorganizations, Mergers, Consolidations or Sale of Assets.
                    -----------------------------------------------------------
If at any time there shall be a capital reorganization of the Corporation's
Common Stock (other than a subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this Section (5) or merger of the
Corporation into another corporation, or the sale of all of the Corporation's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger or sale, lawful provision shall
be made so that the holders of Series A Convertible Preferred Stock shall
thereafter be entitled to receive upon conversion of the Series A Convertible
Preferred Stock, the number of shares of stock or other securities or property
of the Corporation, or of the successor corporation resulting from such merger,
to which holders of the Common Stock deliverable upon conversion of the Series A
Convertible Preferred Stock would have been entitled upon such capital
reorganization, merger or sale if the Series A Convertible Preferred Stock had
been converted immediately before that capital reorganization, merger or sale to
the end that the provisions of this paragraph (b)(2) (including adjustment of
the Conversion Rate then in effect and number of shares receivable upon
conversion of the Series A Convertible Preferred Stock) shall be applicable
after that event as nearly equivalently as may be practicable.

          (c) No Impairment. The Corporation will not, by amendment of its
              -------------
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, merger, dissolution,

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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 the
Corporation, but will at all times in good faith assist in the carrying out of
all the provision of this Section 5 and in the taking of all such action as may
be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series A Convertible Preferred Stock against impairment.

                (d) Certificate as to Adjustments.  Upon the occurrence of each
                    ------------------------------
adjustment or readjustment of the Conversion Rate for any shares of Series A
Convertible Preferred Stock, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each holder of Series A Convertible Preferred Stock
affected thereby a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The Corporation shall, upon the written request at any reasonable time of any
holder of Series A Convertible Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Rate at the time in effect, 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 such holder's shares of
Series A Convertible Preferred Stock.

                (e) Notices of Record Date. In the event of the establishment
                    -----------------------
by the Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, the Corporation
shall mail to each holder of Series A Convertible Preferred Stock at least
twenty (20) days prior to the date specified herein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend or
distribution and the amount and character of such dividend or distribution.

                (f) Reservation of Stock Issuable Upon Conversion. The
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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 Convertible Preferred Stock such number of
its shares of Common Stock as shall from time to time be sufficient, based on
the Conversion Rate then in effect, to effect the conversion of all then
outstanding shares of the Series A Preferred Stock. 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 Convertible Preferred
Stock, then, in addition to all rights, claims and damages to which the holders
of the Series A Convertible Preferred Stock shall be entitled to receive at law
or in equity as a result of such failure by the Corporation to fulfill its
obligations to the holders hereunder, the Corporation will take any and all
corporate or other action as may, in the opinion of its counsel, be helpful,
appropriate or necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.

                (g) Notices. Any notices required by the provisions hereof to be
                    --------
given to the holders of shares of Series A Convertible Preferred Stock shall be
deemed given if deposited in the United States mail, postage prepaid and return
receipt requested, and addressed to each holder of record at its address
appearing on the books of the Corporation or to such other address of such
holder or its representative as such holder may direct.

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     6.   Voting. Except as otherwise expressly provided or required by law, the
          ------
Series A Convertible Preferred Stock shall have no voting rights.

     IN WITNESS WHEREOF, the Corporation has caused this Designation of Series A
Convertible Preferred Stock to be duly executed by its President and attested to
by its Secretary this 30/th/ day of December who, by signing their names hereto,
acknowledge that this Designation is the act of the Corporation and state to the
best of their knowledge information and belief, under penalties of perjury, that
the above matters and facts are true in all material respects.

                                             DIVA ENTERTAINMENT, INC.



                                             By:  /s/ Jehu Hand
                                                  ------------------------------
                                                  Jehu Hand, President


                                             By:  /s/ Kimberly Peterson
                                                  ------------------------------
                                                  Kimberly Peterson, Secretary


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<PAGE>

                                   EXHIBIT A

                            CONVERSION CERTIFICATE

                           DIVA ENTERTAINMENT, INC.

                     Series A Convertible Preferred Stock


     The undersigned holder (the "Holder") is surrendering to Diva
Entertainment, Inc., a Delaware corporation (the "Company"), one or more
certificates representing shares of Series A Convertible Preferred Stock of the
Company (the "Preferred Stock") in connection with the conversion of all or any
portion of the Preferred Stock into shares of Common Stock, $.001 par value per
share, of the Company (the "Common Stock") as set forth below.

     The Holder understands that the Preferred Stock was issued by the Company
pursuant to the exemption from registration under the United States Securities
Act of 1933, as amended (the "Securities Act"), provided by Regulation D
promulgated thereunder.

Number of Shares of Preferred Stock being converted:____________________________

Applicable Conversion Price:____________________________________________________

Number of Shares of Common Stock Issuable:______________________________________

Number of Dividend Shares:______________________________________________________

Conversion Date:________________________________________________________________

Taxpayer Identification Number of Holder:_______________________________________

Delivery Instructions for certificates of Common Stock and for new certificates
representing any remaining shares of Preferred Stock:___________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

                                                  NAME OF HOLDER

                                                  ______________________________

                                                  ______________________________
                                                  (Signature of Holder)

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