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                                                                    EXHIBIT 4.4
 
                   CERTIFICATE OF DESIGNATIONS, PREFERENCES


                            AND RIGHTS OF SERIES C


                      PREFERRED STOCK OF 7TH LEVEL, INC.



          7TH LEVEL, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY THAT:

          Pursuant to authority conferred upon the Board of Directors (the
"Board") by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") and pursuant to the provisions of (S)151 of the
Delaware General Corporation Law, the Board, at a meeting held on May 1, 1998,
adopted the following resolution providing for the powers, designations,
preferences and rights, and the qualifications, limitations and restrictions of
the Series C Preferred Stock.

          WHEREAS, the Certificate of Incorporation provides for two classes of
shares known as common stock, $.01 par value per share (the "Common Stock"), and
preferred stock, $.01 par value per share (the "Preferred Stock"); and

          WHEREAS, the Board is authorized by the Certificate of Incorporation
to provide for the issuance of the shares of Preferred Stock in one or more
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares to be included
in any such series and to fix the powers, designations, preferences and rights
of the shares of any such series and the qualifications, limitations and
restrictions thereof.

          NOW, THEREFORE, BE IT RESOLVED, that the Board deems it advisable to,
and hereby does, designate a Series C Preferred Stock and fixes and determines
the powers, designations, preferences and rights, and the qualifications,
limitations and restrictions relating to the Series C Preferred Stock as
follows:

     1.   Designation.  The shares of such series of Preferred Stock shall
be designated "Series C Preferred Stock" (referred to herein as the "Series C
Preferred Stock").

     2.   Authorized Number.  The number of shares constituting the Series C
Preferred Stock shall be 5,000.
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          3.  Dividends and Distributions.

          (a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series C Preferred Stock with respect to dividends, if any, the holders of
shares of Series C Preferred Stock shall be entitled to receive, when, as and if
declared by the Board out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of January, April, July and October in
each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series C Preferred
Stock, in an amount per share equal to, subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of common stock or a subdivision of the outstanding shares of common
stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series C Preferred Stock.  In the event the Corporation
shall at any time after the date that the first share of Series C Preferred
Stock is issued (the "Issue Date") (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock
into a greater number of shares, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount to which
holders of shares of Series C Preferred Stock were entitled immediately prior to
such event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

          (b) The Corporation shall declare a dividend or distribution on the
Series C Preferred Stock as provided in paragraph (a) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock).

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series C Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series C Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series C Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series C Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time 

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outstanding. The Board may fix a record date for the determination of holders of
shares of Series C Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than thirty
(30) days prior to the date fixed for the payment thereof.

          4.   Voting Rights.  The holders of shares of Series C Preferred Stock
shall have the following voting rights:

          (a)  Subject to the provisions for adjustment hereinafter set forth,
each share of Series C Preferred Stock shall entitle the holder thereof to one
(1) vote on all matters submitted to a vote of the stockholders of the
Corporation.  In the event the Corporation shall at any time after the Issue
Date (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock into a greater number of shares, or
(iii) combine the outstanding Common Stock into a smaller number of shares, then
in each such case the number of votes per share to which holders of shares of
Series C Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          (b)  Except as otherwise provided herein or by law, the holders of
shares of Series C Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

          (c)  Except as set forth herein, holders of Series C Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.

          5.   Certain Restrictions.

          (a)  Whenever quarterly dividends or other dividends or distributions
payable on the Series C Preferred Stock, as provided in Section 3 hereof, are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series C Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

          (i)  declare or pay dividends on, make any other distributions on, or
     redeem or purchase or otherwise acquire for consideration any shares of
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series C Preferred Stock;

          (ii) declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series C Preferred Stock,
     except dividends paid ratably on the Series C Preferred Stock and all such
     parity stock on which dividends are payable, or in arrears in 

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     proportion to the total amounts to which the holders of all such shares are
     then entitled;

          (iii) redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series C Preferred Stock,
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for shares of any stock
     of the Corporation ranking junior (either as to dividends or upon
     dissolution, liquidation or winding up) to the Series C Preferred Stock; or

          (iv)  purchase or otherwise acquire for consideration any shares of
     Series C Preferred Stock, or any shares of stock ranking on a parity with
     the Series C Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the Board) to all
     holders of such shares upon such terms as the Board, after consideration of
     the respective annual dividend rates and other relative rights and
     preferences of the respective Series and classes, shall determine in good
     faith will result in fair and equitable treatment among the respective
     series or classes.

          (b)   The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 5, purchase or otherwise acquire such shares at such time and in
such manner.

          6.    Reacquired Shares.  Any shares of Series C Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board, subject to the
conditions and restrictions on issuance set forth herein.

          7.    Liquidation, Dissolution or Winding Up.

          (a)   Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series C Preferred Stock unless, prior
thereto, the holders of shares of Series C Preferred Stock shall have received
[$1,000] per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment (the
"Series C Liquidation Preference").  Following the payment of the full amount of
the Series C Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series C Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the
"Common Adjustment") equal to the quotient obtained by dividing (i) the Series C
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph (c) below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to 

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the Common Stock) (such number in clause (ii), the "Adjustment Number").
Following the payment of the full amount of the Series C Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series C
Preferred Stock and Common Stock, respectively, holders of Series C Preferred
Stock and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

          (b)  In the event, however, that there are not sufficient assets
available to permit payment in full of the Series C Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series C Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.  In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

          (c)  In the event the Corporation shall at any time after the Issue
Date (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock into a greater number of shares, or
(iii) combine the outstanding Common Stock into a smaller number of shares, then
in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          8.   Consolidation, Merger etc.  In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series C Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Issue Date (i) declare
any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock into a greater number of shares, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series C Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

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          9.    Redemption.  The shares of Series C Preferred Stock shall be
exchanged into fully paid and nonassessable shares of Common Stock in the ratio
of 1,000 shares of Common Stock for each share of Series C Preferred Stock, as
adjusted pursuant to the provisions hereof, at the later of one day after the
date the amendment to the Certificate of Incorporation increasing the
Corporation's number of authorized shares of Common Stock to allow sufficient
shares for issuance of shares of Common Stock hereunder (the "Amendment") is
filed with the Secretary of State of the State of Delaware.  The Corporation
shall promptly notify the holders of shares of Series C Preferred Stock upon the
filing of the Amendment with the Secretary of State of the State of Delaware.
Upon the filing of the Amendment with the Secretary of State of the State of
Delaware, the outstanding shares of Series C Preferred Stock to be exchanged
shall be exchanged automatically without any further action by the holders of
such shares and whether or not the certificates representing such shares are
surrendered to the Corporation.  Upon the exchange of shares of Series C
Preferred Stock as provided in this Section 9, the Corporation shall pay, on the
immediately succeeding Quarterly Dividend Payment Date, all then accrued but
unpaid dividends on the Series C Preferred Stock to the holders of the Series C
Preferred Stock being converted.

          10.   Ranking.  The Series C Preferred Stock shall rank junior to all
other series of the Corporation's Preferred Stock including, without limitation,
the Corporation's Series A Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series shall provide
otherwise.

          11.   Amendment. The Certificate of Incorporation shall not be further
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series C Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a majority or more
of the outstanding shares of Series C Preferred Stock, voting separately as a
class.

          12.   Fractional Shares.  Series C Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holders, fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series C Preferred Stock.

          13.   Headings of Subdivisions.  The headings of the various
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

          14.   Severability of Provisions.  If any right, preference or
limitation of the Series C Stock set forth herein (as may be amended) from time
to time is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, such right, preference or limitation (including,
without limitation, the dividend rate) shall be enforced to the maximum extent
permitted by law and all other rights, preferences and limitations set forth
herein (as so amended) which can be given effect without the invalid, unlawful
or unenforceable right, preference or limitation shall, nevertheless, remain in
full force and effect, and no right, 

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preference or limitation herein set forth shall be deemed dependent upon any
other such right, preference or limitation unless so expressed herein.

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               IN WITNESS WHEREOF, the undersigned has executed this Certificate
this 6th day of May, 1998.



                                    7TH LEVEL, INC.



                                    By:  /s/  DONALD SCHUPAK
                                       ---------------------------------     
                                         Name:   Donald Schupak
                                         Title:  Chairman of the Board

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