<PAGE>
                                                                    EXHIBIT 3(e)

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                               VIEWCAST.COM, INC.


ViewCast.com, Inc., dba ViewCast Corporation, a Delaware corporation, DOES
HEREBY CERTIFY:

         That, pursuant to the authority conferred upon the Board of Directors
of said corporation by virtue of its certificate of incorporation as amended and
in accordance with Section 151 of the General Corporation Law of the State of
Delaware (the "DGCL"), said Board of Directors has duly adopted a resolution by
unanimous consent providing for the issuance of a series of preferred stock, par
value $0.0001 per share, designated as Series C Convertible Preferred Stock,
which resolution reads as follows:

     "BE IT RESOLVED, that the Board of Directors (the "Board of Directors") of
     ViewCast.com, Inc. (the "Corporation") hereby authorizes the issuance of a
     series of preferred stock and fixes its designation, powers, preferences
     and relative, participating, optional or other special rights, and
     qualifications, limitations and restrictions thereof, as follows:

1)   Designation. The distinctive serial designation of said series shall be
     "Series C Convertible Preferred Stock" (hereinafter called "Series C
     Preferred Stock"). Each share of Series C Preferred Stock shall be
     identical in all respects with all other shares of Series C Preferred
     Stock.

2)   Number of Shares. The number of authorized shares of Series C Preferred
     Stock shall be two hundred thousand (200,000) shares. The number of
     authorized shares of Series C Preferred Stock may be increased or reduced
     by the Board of Directors of the Corporation by the filing of a certificate
     pursuant to the provisions of the DGCL stating that the change has been so
     authorized. When shares of Series C Preferred Stock are purchased or
     otherwise acquired by the Corporation or converted into common stock, par
     value $0.0001 per share, of the Corporation (the "Common Stock"), the
     Corporation shall take all necessary action to cause the shares of Series C
     Preferred Stock so purchased or acquired to be canceled and reverted to
     authorized but unissued shares of Preferred Stock undesignated as to
     series.

3)   Rank. The Series C Preferred Stock shall, with respect to dividend rights
     and rights on liquidation, winding-up and dissolution, rank (i) junior to
     all claims of creditors, including holders of the Corporation's outstanding
     debt securities, (ii) junior to all obligations of the Corporation's
     Subsidiaries (as defined below), (iii) senior to all classes of Common
     Stock and to any class of preferred stock established hereafter by the
     Board of Directors of the Corporation, the terms of which expressly provide
     that it ranks junior to the Series C Preferred Stock as to dividend rights
     and rights on liquidation, winding-up and dissolution of the Corporation
     (collectively referred to, together with all classes of common stock of the
     Corporation, as "Junior Stock"), (iv) on parity with the Series B
     Convertible Preferred Stock (the "Series B Preferred Stock") as to dividend
     rights and rights on liquidation, winding-up and dissolution and (v)
     subject to certain conditions, on a parity with each other class of
     preferred stock established hereafter by the Board of Directors of the
     Corporation and subject to approval by the majority of the holders of the
     Series C Preferred Stock, the terms of which expressly provide that such
     class or series shall rank on a parity with the Series C Preferred Stock as
     to dividend rights and rights on liquidation, winding-up and dissolution
     (collectively with the Series B Preferred Stock referred to a "Parity
     Stock").

4)   Dividends.

     a)   Holders of record, as of the record date therefore, of the outstanding
          shares of Series C Preferred Stock shall be entitled to receive, when,
          as and if declared by the Board of Directors of the Corporation, out
          of funds legally available therefore, dividends on the Series C
          Preferred Stock at an annual rate equal to $0.90 per share payable
          semi-annually in arrears in cash or, at the option of the Corporation,
          in shares of Common Stock of the Corporation valued at the average of
          the Market Prices (as defined below) thereof for



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          the twenty (20) consecutive Stock Exchange Business Days (as defined
          below) ending ten (10) Stock Exchange Business Days prior to the
          dividend payment date (the "Common Stock Valuation Method").

     b)   All dividends shall be cumulative, whether or not earned or declared,
          from the date of issuance and shall be payable semi-annually in
          arrears on April 30 and October 31 of each year (each a "Dividend
          Payment Date"), commencing on the first Dividend Payment Date
          following issuance to holders of record on the April 15 or October 15,
          as the case may be, immediately preceding the relevant Dividend
          Payment Date; provided, however, that if April 30 or October 31, as
          the case may be, is not a Stock Exchange Business Day then the
          dividend shall be payable on the first immediately succeeding Stock
          Exchange Business Day. Dividends shall be computed on the basis of a
          360-day year of twelve 30-day months.

     c)   No dividends may be declared or paid or funds set apart for the
          payment of dividends on any Parity Stock for any period unless full
          cumulative dividends shall have been or contemporaneously are declared
          and paid in full or declared and, if payable in cash, a sum in cash
          sufficient for such payment set apart for such payment on the Series C
          Preferred Stock. If full dividends are not so paid, the Series C
          Preferred Stock shall share dividends pro rata with the Parity Stock.
          No dividends may be paid or set apart for such payment on Junior Stock
          (except dividends on Junior Stock payable in additional shares of
          Junior Stock) and no Junior Stock or Parity Stock may be repurchased
          or otherwise retired for value nor may funds be set apart for payment
          with respect thereto, if cumulative dividends have not been paid in
          full on the Series C Preferred Stock in cash or shares of Common
          Stock. Dividends on account of arrears for any past dividend period
          may be declared and paid at any time without reference to any regular
          Dividend Payment Date, to holders of record on a date not more than
          forty-five (45) calendar days prior to the payment thereof, as may be
          fixed by the Board of Directors of the Corporation. No interest shall
          be payable with respect to any dividend payment that may be in
          arrears. So long as any shares of the Series C Preferred Stock are
          outstanding, the Corporation shall not make payment on account of the
          purchase or other retirement of any Parity Stock or Junior Stock, and
          shall not permit any corporation or other entity directly or
          indirectly controlled by the Corporation to purchase any Parity Stock,
          Junior Stock or any warrants, rights, calls or options unless full
          cumulative dividends determined to be in accordance herewith on the
          Series C Preferred Stock have been paid (or are deemed paid) in full.

5)   Preference on Liquidation.

     a)   Subject to the liquidation rights of the holders of any Parity Stock,
          upon any voluntary or involuntary liquidation, dissolution or
          winding-up of the Corporation, holders of Series C Preferred Stock
          shall be entitled to be paid, out of the assets of the Corporation
          available for distribution to stockholders, the liquidation preference
          of $25.00 per share of Series C Preferred Stock, plus, without
          duplication, an amount in cash or shares of Common Stock (valued by
          the Common Stock Valuation Method), at the Corporation's option, equal
          to all accumulated and unpaid dividends thereon to the date fixed for
          liquidation, dissolution or winding-up (including an amount equal to a
          prorated dividend for the period from the last Dividend Payment Date
          to the date fixed for liquidation, dissolution or winding-up), before
          any distribution is made on any Junior Stock, including, without
          limitation, any class of common stock of the Corporation.

     b)   If, upon any voluntary or involuntary liquidation, dissolution or
          winding-up of the Corporation, the amounts payable with respect to the
          Series C Preferred Stock and all Parity Stock are not paid in full,
          then the assets of the Corporation available for distribution among
          the holders of the Series C Preferred Stock and any Parity Stock shall
          bear to each other the ratio that the gross amounts invested in Series
          C Preferred Stock and the gross amounts invested in any Parity Stock
          bear to each other.

     c)   After payment of the full amount of the liquidation preference and
          accumulated and unpaid dividends to which they are entitled, the
          holders of shares of Series C Preferred Stock shall not be entitled to
          any further participation in any distribution of assets of the
          Corporation.

     d)   For the purposes of this Certificate of Designations, the sale,
          conveyance, exchange or transfer (for cash, shares of stock,
          securities or other consolidation) of all or substantially all of the
          property or assets of the Corporation shall be deemed to constitute a
          liquidation, dissolution or winding-up of the Corporation. However,
          any consolidation, merger, share exchange or similar transaction to
          which the Corporation is a party shall not be deemed to constitute a
          liquidation, dissolution or winding-up of the Corporation.



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     e)   Written notice of any payment to the holders of Series C Preferred
          Stock as a result of the liquidation, dissolution or winding-up of the
          Corporation, stating the payment date or dates when and the place or
          places where the amounts distributable in such circumstances shall be
          payable, shall be given by first-class mail, postage prepaid, not less
          than thirty (30) days prior to any payment date stated therein, to the
          holders of record of shares of Series C Preferred Stock at their
          respective addresses as the same shall appear on the books of the
          transfer agent for the Series C Preferred Stock.

6)   Voting Rights. The holders of Series C Preferred Stock shall have no voting
     rights except as required by law.

7)   Conversion Rights. Each holder of shares of Series C Preferred Stock shall
     have the right, subject as provided herein and to any applicable laws and
     regulations, at any time commencing one hundred twenty (120) calendar days
     from the closing of the Company's Series C Preferred Stock Offering at the
     holder's option to convert the $10.00 gross investment value of each share
     of Series C Preferred Stock into shares of Common Stock at a conversion
     price (the "Conversion Price") (subject to adjustment as described in
     Section 8 below) of $0.600 per share of underlying Common Stock.

     a)   In order to exercise the conversion right, the holder of each share of
          Series C Preferred Stock to be converted shall surrender that
          certificate representing such share, duly endorsed or assigned to the
          Corporation or in blank, at the office of the transfer agent for the
          Series C Preferred Stock and shall give written notice to the
          Corporation in the form of Exhibit A attached hereto. Such notice
          shall also state the name or names (with address) in which the
          certificate or certificates for the shares of Common Stock which shall
          be issuable upon such conversion shall be issued, and shall be
          accompanied by funds in an amount sufficient to pay any transfer or
          similar tax required by the provisions of paragraph 7(c) below. Each
          share surrendered for conversion shall, unless the shares issuable on
          conversion are to be issued in the same name as the name in which such
          share of the Series C Preferred Stock is registered, be duly endorsed
          by, or be accompanied by, instruments of transfer (in each case, in
          form reasonably satisfactory to the Corporation), duly executed by the
          holder or such holder's duly authorized attorney-in-fact.

     b)   As promptly as practicable after the surrender of certificates for
          shares of the Series C Preferred Stock for conversion and the receipt
          of such notice and funds, if any, as aforesaid, the Corporation shall
          issue and deliver to such holder, or on such holder's written order, a
          certificate or certificates for the number of shares of Common Stock
          issuable upon the conversion of such shares of the Series C Preferred
          Stock in accordance with the provisions of this Section 7. Each
          conversion with respect to such shares of the Series C Preferred Stock
          shall be deemed to have been effected immediately prior to the close
          of business on the date on which the certificates for shares of the
          Series C Preferred Stock shall have been surrendered and such notice
          shall have been received by the Corporation as aforesaid, and the
          Person or Persons entitled to receive the Common Stock issuable upon
          such conversion shall be deemed for all purposes to be the record
          holder or holders of such Common Stock upon that date.

     c)   If a holder converts shares of the Series C Preferred Stock, the
          Corporation shall pay any and all documentary, stamp or similar issue
          or transfer tax payable in respect of the issue or delivery of the
          shares of the Series C Preferred Stock (or any other securities issued
          on account thereof pursuant hereto) or Common Stock upon the
          conversion; provided, however, the Corporation shall not be required
          to pay any such tax that may be payable because any such shares are
          issued in a name other than the name of the holder. In the event that
          the shares are to be issued in a name other than that of the holder,
          the holder shall provide the funds necessary to pay any and all of the
          foregoing taxes.

     d)   The Corporation shall reserve out of its authorized but unissued
          Common Stock or its Common Stock held in treasury enough shares of
          Common Stock to permit the conversion of all of the outstanding shares
          of the Series C Preferred Stock. The Corporation shall from time to
          time, in accordance with the DGCL, increase the authorized amount of
          its Common Stock if at any time the authorized amount of its Common
          Stock remaining unissued shall not be sufficient to permit the
          conversion of the shares of the Series C Preferred Stock at the time
          outstanding, subject to the foregoing restriction on conversion. All
          shares of Common Stock delivered upon conversion of the shares of the
          Series C Preferred Stock will, upon delivery, be duly authorized and
          validly issued, fully paid and nonassessable, free from all taxes,
          liens and charges with respect to the issue thereof.



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     e)   In the event of any merger, share exchange or similar transaction to
          which the Corporation is a party, except (i) a merger in which the
          Corporation is the surviving corporation or (ii) a share exchange in
          which the Corporation's shares are issued to stockholders of another
          corporation, the plan of merger, plan of share exchange or comparable
          document shall provide that each share of Series C Preferred Stock
          then outstanding shall be converted into or exchanged for the kind and
          amount of stock, other securities and property receivable upon such
          merger, share exchange or similar transaction by a holder of the
          number of shares of Common Stock of the Corporation into which such
          share of Series C Preferred Stock might have been converted
          immediately prior thereto.

8)   Conversion Price Adjustments.

     a)   In the event the Corporation shall effect a subdivision of the
          outstanding Common Stock, the Conversion Price in effect at the
          opening of business on the day following the day upon which such
          subdivision shall become effective shall be proportionately decreased,
          and conversely in the event the Corporation shall combine the
          outstanding shares of Common Stock into a smaller number of shares of
          Common Stock, the Conversion Price in effect at the opening of
          business on the day following the date upon which such combination
          becomes effective shall be proportionately increased. Any adjustment
          under this paragraph shall become effective at the close of business
          on the date the subdivision or combination becomes effective.

     b)   In the event the Corporation issues Common Stock or Common Stock
          Equivalents (as defined below), at a price less than the Conversion
          Price in effect at the opening of business on the day following such
          issuance, then the Conversion Price shall be temporarily adjusted to
          the price at which such shares of Common Stock or Common Stock
          Equivalents were issued for a period of two (2) calendar years (the
          "Temporary Conversion Price"), subject to the conditions listed below.
          The Corporation is required to give notice on any such adjustments not
          less than ten (10) calendar days prior to the first date on which any
          such adjustment is effective. The Conversion Price shall be adjusted
          unless such issuance of Common Stock or Common Stock Equivalents at a
          price less than the then effective Conversion Price was made (i)
          pursuant to the conversion or exercise of outstanding shares of Common
          Stock or Common Stock Equivalents issued and outstanding as of the
          effective date of this Certificate of Designation; (ii) pursuant to
          the Corporation's 7% Senior Convertible Notes Due 2004 (the "Notes");
          (iii) pursuant to conversion of any securities of the Corporation
          (including any warrants) issued and outstanding as of the effective
          date of this Certificate of Designation; (iv) pursuant to any plan
          adopted by the Corporation for the purchase of stock in connection
          with any employee compensation or benefit plan of the Corporation or
          any of its Subsidiaries, whether now in effect or hereafter created or
          amended, including, but not limited to, the Corporation's 1995 Stock
          Plan, 1994 Stock Option Plan, 1993 Option Plan, 1995 Director Option
          Plan and 1995 Employee Stock Purchase Plan; (v) pursuant to any
          compensation arrangement approved by the Board of Directors of the
          Corporation with any director, officer or employee or proposed
          director, officer or employee of the Corporation or any Subsidiary;
          (vi) pursuant to the incurrence of any senior indebtedness secured
          primarily by the assets of the Corporation or any of its Subsidiaries;
          (vii) where the shares are issued for a consideration other than cash
          (including in connection with an acquisition of assets, stock, or a
          business) and the Board of Directors of the Corporation determines in
          good faith that such transaction is fair from a financial point of
          view and in the best interests of the Corporation; and (viii) where
          the number of shares of Common Stock pursuant to such issuance shall
          not exceed two percent (2%) of the number of shares of Common Stock
          into which the Series C Preferred Stock is then convertible.

     c)   If the Corporation at any time while any of the Series C Preferred
          Stock is outstanding shall pay a dividend or other distribution to
          holders of any Junior Stock payable exclusively in Common Stock or
          shall pay or make a dividend or other distribution on any other class
          of capital stock of the Company to holders of any Junior Stock which
          dividend or distribution includes Common Stock, the Conversion Price
          in effect at the opening of business the day next following the date
          the Corporation shall take a record of the holders of its Common Stock
          for the purpose of receiving such dividend (or if no such record is
          taken, at the date of such payment) shall be adjusted to that price
          determined by multiplying the Conversion Price in effect immediately
          prior to such record date (or if no such record is taken, then
          immediately prior to such payment) by a fraction (i) the numerator of
          which shall be total number of shares of Common Stock outstanding
          immediately after such dividend or other distribution and (ii) the
          denominator of which shall be



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          the total number of shares of Common Stock outstanding immediately
          prior to such dividend or other distribution. For purposes hereof, the
          number of shares of Common Stock at any time outstanding shall not
          include any shares thereof then directly or indirectly owned or held
          by or for the account of the Corporation or its Subsidiaries.

     d)   Whenever the Conversion Price is adjusted as herein provided, the
          Corporation shall promptly file with the transfer agent for the Series
          C Preferred Stock a certificate of an officer of the Corporation
          setting forth the Conversion Price after the adjustment and setting
          forth a brief statement of the facts requiring such adjustment and a
          computation thereof. The Corporation shall promptly cause a notice of
          the adjusted Conversion Price to be mailed to each registered holder
          of shares of the Series C Preferred Stock.

     e)   In any case in which this paragraph provides that an adjustment shall
          become effective immediately after a record date for an event and the
          date fixed for such adjustment pursuant to this paragraph occurs after
          such record date but before the occurrence of such event, the
          Corporation may defer until the actual occurrence of such event
          issuing to the holder of any shares of the Series C Preferred Stock
          converted after such record date and before the occurrence of such
          event the additional shares of Common Stock issuable upon such
          conversion by reason of the adjustment required by such event over and
          above the Common Stock issuable upon such conversion before giving
          effect to such adjustment.

     f)   In case the Corporation shall take any action affecting the Common
          Stock, other than actions described in Section 7 or this Section 8,
          which in the opinion of the Board of Directors would materially
          adversely affect the conversion right of the holders of the shares of
          the Series C Preferred Stock, the Conversion Price may be adjusted, to
          the extent permitted by law, in such manner, if any, and at such time,
          as the Board of Directors may determine to be equitable in the
          circumstances; provided, however, that in no event shall the Board of
          Directors be required to take any such action.

     g)   The Corporation will endeavor to list the shares of the Common Stock
          required to be delivered upon conversion of shares of the Series C
          Preferred Stock, prior to delivery, upon each national and
          international securities exchange, if any, upon which the Common Stock
          is listed at the time of delivery.

9)   Optional Conversion by Corporation. The Corporation may, at its option,
     cause (i) 50,000 shares of the Series C Preferred Stock to be converted
     into shares of Common Stock at the Conversion Price at any time and from
     time to time after October 31, 2003, (ii) 50,000 shares of the Series C
     Preferred Stock to be converted into shares of Common Stock at the
     Conversion Price at any time and from time to time after October 31, 2004,
     (iii) 50,000 shares of the Series C Preferred Stock to be converted into
     shares of Common Stock at the Conversion Price at any time and from time to
     time after October 31, 2005, and (iv) 50,000 shares of the Series C
     Preferred Stock to be converted into shares of Common Stock at the
     Conversion Price at any time and from time to time after October 31, 2006,
     if the Market Price of the Common Stock for any twenty (20) Stock Exchange
     Business Days within a period of thirty (30) consecutive Stock Exchange
     Business Days commencing on or after October 31, 2003, has equaled or
     exceeded 250% of the then effective Conversion Price. The Corporation is
     required to give notice that it has met the criteria for mandatory
     conversion within thirty (30) calendar days of having met such criteria by
     notifying in writing, each registered holder of Series C Preferred Stock.
     Upon any mandatory conversion of any Series C Preferred Stock by the
     Corporation, payment shall be made by the Corporation in either cash or
     shares of Common Stock for dividends accrued during the period from the
     most recent dividend payment date to the conversion date. If the
     Corporation elects to convert less than all of the Series C Preferred
     Stock, the Corporation shall select which shares of Series C Preferred
     Stock to convert by lot or such other method, as it shall deem fair and
     appropriate. Upon expiry of any such notice period as is referred to above,
     the Corporation shall be bound to convert the Series C Preferred Stock as
     to which notice has been provided.

10)  Registration Rights. Within 180 calendar days of closing of the offering of
     the Corporation's Series C Preferred Stock, the Corporation shall use its
     best efforts to register under the Securities Act of 1933 (the "1933 Act")
     the shares of Common Stock of the Corporation underlying the shares of the
     Series C Preferred Stock. The Corporation shall use its best efforts to
     cause such registration to become effective and to keep such registration
     current under the 1933 Act.



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11)  Certain Definitions.

     "Alternative Stock Exchange" means any other national or regional stock
exchange or quotation service such as the NASDAQ National Market or any similar
quotation service maintained by the National Quotation Bureau or any successor
thereto.

     "Capital Stock" of any Person means the Common Stock or preferred stock of
such Person. Unless otherwise stated herein or the context otherwise requires,
"Capital Stock" means Capital Stock of the Corporation.

     "Common Stock Equivalents" means equity or debt securities of the
Corporation (other than Common Stock) which are convertible into or exercisable
for shares of Common Stock (including, without limitation, shares, units of
shares, preferred stock and other convertible securities) so long as the Board
of Directors has deemed such securities to have the same value or economic
rights as shares of Common Stock.

     "Market Price" means the weighted average of the high and low sales prices
on NASDAQ or any Alternative Stock Exchange on any Stock Exchange Business Day.

     "Person" means any individual, corporation, partnership, association, trust
or other entity or organization, including a government or political subdivision
or any agency or instrumentality thereof.

     "Series B Preferred Stock" means the Corporation's Series B Convertible
Preferred Stock, $0.0001 par value.

     "Series C Preferred Stock" means the Corporation's Series C Convertible
Preferred Stock, $0.0001 par value.

     "Stock Exchange Business Day" means any day (other than a Saturday or
Sunday) on which NASDAQ or the Alternative Stock Exchange, as the case may be,
is open for business.

     "Subsidiary" of any Person means any Corporation of which at least a
majority of the shares of stock having by the terms thereof ordinary voting
power to elect a majority of the Board of Directors of such Corporation
(irrespective of whether or not at the time stock of any other class or classes
of such Corporation shall have voting power by reason of the happening of any
contingency) is directly or indirectly owned or controlled by any one of or any
combinations of the Corporation or one or more of its Subsidiaries.

     "Transfer Agent" means ViewCast.com, Inc.

                                      *****


IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed on its behalf by its undersigned Chief Executive Officer and attested
to by its Chief Financial Officer this 5th day of November 2001.

VIEWCAST.COM, INC.,

                                        a Delaware corporation


                                        By:
                                           -------------------------------------
                                        Name:  George C. Platt
                                        Title: Chief Executive Officer


ATTEST:


By:
   ------------------------------------
Name:  Laurie L. Latham
Title: Chief Financial Officer



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<PAGE>

                                    EXHIBIT A

                           HOLDER'S CONVERSION NOTICE


To:      ViewCast.com, Inc.

     The undersigned Holder of the Series C Convertible Preferred Stock, par
value U.S. $.0001 (the "Preferred Stock"), of ViewCast.com, Inc. (the
"Company"), in the aggregate principal amount of U.S. $_____________ irrevocably
exercises the option to convert such Preferred Stock into shares of Common Stock
of the Company, par value U.S. $0.0001 (the "Common Stock"), in accordance with
the terms of the Certificate of Designations relating to the issuance by the
Company of the Preferred Stock, and directs that the Common Stock issuable and
deliverable upon such conversion be issued and delivered to the undersigned in
the name and at the address set forth below.

     If the Common Stock is to be issued in the name of a Person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith funds in an amount sufficient to pay any such
taxes.

     All terms used and not otherwise defined herein shall have the respective
meanings set forth in the Certificate of Designations.


DATE:
      ------------------------------------------

Name of Holder:




Signature(s) of Holder:


Address for Delivery of Shares:





Name for Registration of Shares (if different than Holder):