<PAGE>
                        CERTIFICATE OF DESIGNATION OF
                  SERIES E CONVERTIBLE PREFERRED STOCK OF
                            INNOVUS CORPORATION

     The undersigned, Terry Haas and David Mock, hereby certify that:

     I.   They are the duly elected and acting President and Secretary, 
respectively, of Innovus Corporation, a Delaware corporation (the "Company").

     II.  The Certificate of Incorporation of the Company authorizes 
1,000,000 shares of preferred stock, par value $.001 per share, of which the 
following have been authorized and are issued and outstanding: 100,000 Series 
A Preferred Stock authorized, none outstanding; 55,000 Series C Preferred 
Stock authorized, 55,000 shares outstanding; and 20,100 Series D Preferred 
Stock authorized, 20,100 outstanding.

     III. The following is a true and correct copy of resolutions duly 
adopted by the Board of Directors on December 27, 1996, which constituted all 
requisite action on the part of the Company for adoption of such resolutions.

                                     RESOLUTIONS

     WHEREAS, the Board of Directors of the Company (the "Board of 
Directors") is authorized to provide for the issuance of the shares of 
Preferred Stock in 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 each such series, and to fix the 
designations, powers, preferences and rights of the shares of each such 
series and the qualifications, limitations or restrictions thereof;

     WHEREAS, the Board of Directors desires, pursuant to its authority as 
aforesaid, to designate a new series of preferred stock, set the number of 
shares constituting such series and fix the rights, preferences, privileges 
and restrictions of such series.

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby 
designates a new series of preferred stock and the number of shares 
constituting such series and fixes the rights, preferences, privileges and 
restrictions relating to such series as follows:

     Section 1.  DESIGNATION, AMOUNT AND PAR VALUE.  The series of Preferred 
Stock shall be designated as the Series E Convertible Preferred Stock (the 
"Preferred Stock"), and the number of shares so designated shall be 12,000.  
The par value of each share of Preferred Stock shall be $.001.  Each share of 
Preferred Stock shall have a stated value of $50.00 per share (the "Stated 
Value").

<PAGE>

     Section 2.  DIVIDENDS.

     (a)  Holders of Preferred Stock shall be entitled to receive, when and 
as declared by the Board of Directors out of funds legally available 
therefor, and the Company shall pay, cumulative dividends at the rate per 
share (as a percentage of the Stated Value per share) equal to 5% per annum, 
payable, in cash or shares of Common Stock, in arrears on the Conversion Date 
(as hereinafter defined).  Notwithstanding the above, with respect to any 
shares of the Preferred Stock which have not been converted or redeemed on 
the date one year from the date of their original Issue Date, the rate of 
dividend shall accrue at 15% per annum, AB INTITIO from the Original Issue 
Date.  Dividends on the Preferred Stock shall accrue daily commencing the 
date of original issuance and shall be deemed to accrue on such date whether 
or not earned or declared and whether or not there are profits, surplus or 
other funds of the Company legally available for the payment of dividends.  
The party that holds the Preferred Stock on an applicable record date for any 
dividend payment will be entitled to receive such dividend payment and any 
other accrued and unpaid dividends which accrued prior to such dividend 
payment date, without regard to any sale or disposition of such Preferred 
Stock subsequent to the applicable record date but prior to the applicable 
dividend payment date.  Except as otherwise provided herein, if at any time 
the Company pays less than the total amount of dividends then accrued to any 
class of Preferred Stock, such payment shall be distributed ratably among the 
holders of such class based upon the number of shares held by each holder.

     (b)  So long as any Preferred Stock shall remain outstanding, neither 
the Company nor any subsidiary thereof shall redeem, purchase or otherwise 
acquire directly or indirectly any Junior Securities (as defined in Section 
7), nor shall the Company directly or indirectly pay or declare any dividend 
or make any distribution (other than a dividend or distribution described in 
Section 5) upon, nor shall any distribution be made in respect of, any Junior 
Securities, nor shall any monies be set aside for or applied to the purchase 
or redemption (through a sinking fund or otherwise) of any Junior Securities 
unless all dividends on the Preferred Stock for all past dividend periods 
shall have been paid.

     Section 3.  VOTING RIGHTS.  Except as otherwise provided herein and as 
otherwise provided by law, the Preferred Stock shall have no voting rights.  
However, so long as any shares of Preferred Stock are outstanding, the 
Company shall not, without the affirmative vote of the holders of a majority 
of the shares of the Preferred Stock then outstanding, (i) alter or change 
adversely the powers, preferences or rights given to the Preferred Stock or 
(ii) authorize or create any class of stock ranking as to dividends or 
distribution of assets upon a Liquidation (as defined below) senior to, prior 
to or PARI PASSU with the Preferred Stock.

     Section 4.  LIQUIDATION.  Upon any liquidation, dissolution or winding-up 
of the Company, whether voluntary or involuntary (a "Liquidation"), the holders
of shares of Preferred Stock shall be entitled to receive out of the assets of 
the Company, whether such assets are capital or surplus, for each share of 
Preferred Stock an amount equal to the Stated Value, plus an amount equal to 
accrued but unpaid dividends per 

                                      2 
<PAGE>

share, whether declared or not, but without interest, before any distribution 
or payment shall be made to the holders of any Junior Securities, and if the 
assets of the Company shall be insufficient to pay in full such amounts, then 
the entire assets to be distributed shall be distributed among the holders of 
Preferred Stock ratably in accordance with the respective amounts that would 
be payable on such shares if all amounts payable thereon were paid in full.  
A sale, conveyance or disposition of all or substantially all of the assets 
of the Company or the effectuation by the Company of a transaction or series 
of related transactions in which more than 50% of the voting power of the 
Company is disposed of shall be deemed a Liquidation; PROVIDED that, a 
consolidation or merger of the Company with or into any other company or 
companies shall not be treated as a Liquidation, but instead shall be subject 
to the provisions of Section 5.  The Company shall mail written notice of any 
such liquidation, not less than 60 days prior to the payment date stated 
therein, to each record holder of Preferred Stock.

     Section 5.  CONVERSION.

     (a)  Each share of Preferred Stock shall be convertible into shares of 
Common Stock at the Conversion Ratio (as defined in Section 7) at the option 
of the holder in whole or in part at any time after March 31, 1997. The 
holder shall effect conversions by surrendering the certificate or certificates 
representing the shares of Preferred Stock to be converted to the Company, 
together with the form of conversion notice attached hereto as EXHIBIT A (the 
"Holder Conversion Notice") in the manner set forth in Section 5(j).  Each 
Holder Conversion Notice shall specify the number of shares of Preferred 
Stock to be converted and the date on which such conversion is to be 
effected, which date may not be prior to the date the Holder delivers such 
Notice by facsimile (the "Holder Conversion Date").  Subject to Section 5(c), 
each Holder Conversion Notice, once given, shall be irrevocable.  If the 
holder is converting less than all shares of Preferred Stock represented by 
the certificate or certificates tendered by the holder with the Holder 
Conversion Notice, the Company shall promptly deliver to the holder a 
certificate for such number of shares as have not been converted.

     (b)  Each share of the Preferred Stock shall be convertible into shares 
of Common Stock at the Conversion Ratio at the option of the Company in whole 
or in part at any time on or after March 31, 1998; PROVIDED, HOWEVER, that 
the Company is not permitted to deliver a Company Conversion Notice (as 
defined below) within ten (10) days of issuing any press release or other 
public statement relating to such conversion.  The Company shall effect such 
conversion by delivering to the holders of such shares of Preferred Stock to 
be converted a written notice in the form attached hereto as EXHIBIT B (the 
"Company Conversion Notice"), which Company Conversion Notice, once given, 
shall be irrevocable. Each Company Conversion Notice shall specify the number 
of shares of Preferred Stock to be converted and the date on which such 
conversion is to be effected, which date will be at least one (1) Trading Day 
after the date the Company delivers such Notice by facsimile to the holder 
(the "Company Conversion Date").  The Company shall give such Company 
Conversion Notice in accordance with Section 5(j) below at least one (1) 
Trading Day before the Company Conversion Date.  Any such conversion shall be 
effected on a pro rata basis among the holders of Preferred Stock.  Upon the 
conversion of shares of Preferred Stock pursuant to a Company Conversion 

                                      3 
<PAGE>

Notice, the holders of the Preferred Stock shall surrender the certificates 
representing such shares at the office of the Company or of any transfer 
agent for the Preferred Stock or Common Stock.  If the Company is converting 
less than all shares of the Preferred Stock, the Company shall, upon 
conversion of such shares subject to such Company Conversion Notice and 
receipt of the certificate or certificates representing such shares of 
Preferred Stock deliver to the holder or holders a certificate for such 
number of shares of Preferred Stock as have not been converted.  Each of a 
Holder Conversion Notice and a Company Conversion Notice is sometimes 
referred to herein as a "Conversion Notice," and each of a "Holder Conversion 
Date" and a "Company Conversion Date" is sometimes referred to herein as a 
"Conversion Date."

     (c)  Not later than three (3) Trading Days after the Conversion Date, 
the Company will deliver to the holder (i) a certificate or certificates 
representing the number of shares of Common Stock being acquired upon the 
conversion of shares of Preferred Stock and (ii) one or more certificates 
representing the number of shares of Preferred Stock not converted; PROVIDED, 
HOWEVER that the Company shall not be obligated to issue certificates 
evidencing the shares of Common Stock issuable upon conversion of any shares 
of Preferred Stock until certificates evidencing such shares of Preferred 
Stock are either delivered for conversion to the Company or any transfer 
agent for the Preferred Stock or Common Stock, or the holder notifies the 
Company that such certificates have been lost, stolen or destroyed and 
provides a bond (or other adequate security reasonably acceptable to the 
Company) satisfactory to the Company to indemnify the Company from any loss 
incurred by it in connection therewith.  The Company shall, upon request of 
the holder, use its best efforts to deliver any certificate or certificates 
required to be delivered by the Company under this Section 5(c) 
electronically through the Depository Trust Corporation or another 
established clearing corporation performing similar functions.  In the case 
of a conversion pursuant to a Holder Conversion Notice, if such certificate 
or certificates are not delivered by the date required under this Section 
5(c), the holder shall be entitled by written notice to the Company at any 
time on or before such holder's receipt of such certificate or certificates 
thereafter, to rescind such conversion, in which event the Company shall 
immediately return the certificates representing the shares of Preferred 
Stock tendered for conversion.

     (d) (i)  The conversion price for each share of Preferred Stock (the 
"Conversion Price") in effect on any Conversion Date shall be $3.50 per share.

         (ii) If the Company, at any time while any shares of Preferred Stock 
are outstanding, (a) shall pay a stock dividend or otherwise make a distribution
or distributions on shares of its Junior Securities payable in shares of its 
capital stock (whether payable in shares of its Common Stock or of capital stock
of any class), (b) subdivide outstanding shares of Common Stock into a larger 
number of shares, (c) combine outstanding shares of Common Stock into a smaller
number of shares, or (d) issue by reclassification of shares of Common Stock any
shares of capital stock of the Company, the Conversion Price designated in 
Section 5(d)(i) shall be multiplied by a fraction of which the numerator shall 
be the number of shares of Common Stock outstanding before such event and of 
which the denominator shall be the number of shares of Common Stock outstanding 
after such event.  Any adjustment made pursuant 

                                      4 
<PAGE>

to this Section 5(d)(ii) shall become effective immediately after the record 
date for the determination of stockholders entitled to receive such dividend 
or distribution and shall become effective immediately after the effective 
date in the case of a subdivision, combination or re-classification.

         (iii) If the Company, at any time while any shares of Preferred 
Stock are outstanding, shall issue rights or warrants to all holders of 
Common Stock entitling them to subscribe for or purchase shares of Common 
Stock at a price per share less than the Per Share Market Value of Common 
Stock at the record date mentioned below, the Conversion Price designated in 
Section 5(d)(i) shall be multiplied by a fraction, of which the denominator 
shall be the number of shares of Common Stock (excluding treasury shares, if 
any) outstanding on the date of issuance of such rights or warrants plus the 
number of additional shares of Common Stock offered for subscription or 
purchase, and of which the numerator shall be the number of shares of Common 
Stock (excluding treasury shares, if any) outstanding on the date of issuance 
of such rights or warrants plus the number of shares which the aggregate 
offering price of the total number of shares so offered would purchase at 
such Per Share Market Value.  Such adjustment shall be made whenever such 
rights or warrants are issued, and shall become effective immediately after 
the record date for the determination of stockholders entitled to receive 
such rights or warrants.  However, upon the expiration of any right or 
warrant to purchase Common Stock the issuance of which resulted in an 
adjustment in the Conversion Price designated in Section 5(d)(i) pursuant to 
this Section 5(d)(iii), if any such right or warrant shall expire and shall 
not have been exercised, the Conversion Price designated in Section 5(d)(i) 
shall immediately upon such expiration be recomputed and effective 
immediately upon such expiration be increased to the price which it would 
have been (but reflecting any other adjustments in the Conversion Price made 
pursuant to the provisions of this Section 5 after the issuance of such 
rights or warrants) had the adjustment of the Conversion Price made upon the 
issuance of such rights or warrants been made on the basis of offering for 
subscription or purchase only that number of shares of Common Stock actually 
purchased upon the exercise of such rights or warrants actually exercised.

         (iv)  If the Company, at any time while shares of Preferred Stock 
are outstanding, shall distribute to all holders of Common Stock (and not to 
holders of Preferred Stock) evidences of its indebtedness or assets or rights 
or warrants to subscribe for or purchase any security (excluding those 
referred to in Section 5(d)(iii) above) then in each such case the Conversion 
Price at which each share of Preferred Stock shall thereafter be convertible 
shall be determined by multiplying the Conversion Price in effect immediately 
prior to the record date fixed for determination of stockholders entitled to 
receive such distribution by a fraction of which the denominator shall be the 
Per Share Market Value of Common Stock determined as of the record date 
mentioned above, and of which the numerator shall be such Per Share Market 
Value of the Common Stock on such record date less the then fair market value 
at such record date of the portion of such assets or evidence of indebtedness 
so distributed applicable to one outstanding share of Common Stock as 
determined by the Board of Directors in good faith; PROVIDED, HOWEVER that in 
the event of a distribution exceeding ten percent (10%) of the net assets of 
the Company, such fair market value shall be determined by a 

                                      5 
<PAGE>

nationally recognized or major regional investment banking firm or firm of 
independent certified public accountants of recognized standing (which may be 
the firm that regularly examines the financial statements of the Company) (an 
"Appraiser") selected in good faith by the holders of a majority in interest 
of the shares of Preferred Stock; and PROVIDED, FURTHER that the Company, 
after receipt of the determination by such Appraiser shall have the right to 
select an additional Appraiser, in which case the fair market value shall be 
equal to the average of the determinations by each such Appraiser.  In either 
case the adjustments shall be described in a statement provided to all 
holders of Preferred Stock of the portion of assets or evidences of 
indebtedness so distributed or such subscription rights applicable to one 
share of Common Stock.  Such adjustment shall be made whenever any such 
distribution is made and shall become effective immediately after the record 
date mentioned above.

         (v)  All calculations under this Section 5 shall be made to the 
nearest cent or the nearest 1/100th of a share, as the case may be.

         (vi) Whenever the Conversion Price is adjusted pursuant to Section 
5(d)(ii), (iii), (iv) or (v), the Company shall promptly mail to each holder 
of Preferred Stock, a notice setting forth the Conversion Price after such 
adjustment and setting forth a brief statement of the facts requiring such 
adjustment.

         (vii) In case of any reclassification of the Common Stock, any 
consolidation or merger of the Company with or into another person, the sale 
or transfer of all or substantially all of the assets of the Company or any 
compulsory share exchange pursuant to which the Common Stock is converted 
into other securities, cash or property, the holders of the Preferred Stock 
then outstanding shall have the right thereafter to convert such shares only 
into the shares of stock and other securities and property receivable upon or 
deemed to be held by holders of Common Stock following such reclassification, 
consolidation, merger, sale, transfer or share exchange, and the holders of 
the Preferred Stock shall be entitled upon such event to receive such amount 
of securities or property as the shares of the Common Stock of the Company 
into which such shares of Preferred Stock could have been converted 
immediately prior to such reclassification, consolidation, merger, sale, 
transfer or share exchange would have been entitled.  The terms of any such 
consolidation, merger, sale, transfer or share exchange shall include such 
terms so as to continue to give to the holder of Preferred Stock the right to 
receive the securities or property set forth in this Section 5(d)(vii) upon 
any conversion following such consolidation, merger, sale, transfer or share 
exchange.  This provision shall similarly apply to successive 
reclassifications, consolidations, mergers, sales, transfers or share 
exchanges.

         (viii)   If:

                  a.    the Company shall declare a dividend (or any other
                        distribution) on its Common Stock; or

                                      6 
<PAGE>

                  b.    the Company shall declare a special nonrecurring cash
                        dividend on or a redemption of its Common Stock; or

                  c.    the Company shall authorize the granting to all holders
                        of the Common Stock rights or warrants to subscribe
                        for or purchase any shares of capital stock of any class
                        or of any rights; or

                  d.    the approval of any stockholders of the Company shall
                        be required in connection with any reclassification of
                        the Common Stock of the Company (other than a
                        subdivision or combination of the outstanding shares
                        of Common Stock), any consolidation or merger to
                        which the Company is a party, any sale or transfer of
                        all or substantially all of the assets of the Company, 
                        or any compulsory share exchange whereby the Common
                        Stock is converted into other securities, cash or
                        property; or

                  e.    the Company shall authorize the voluntary or
                        involuntary dissolution, liquidation or winding-up of
                        the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained 
for the purpose of conversion of Preferred Stock, and shall cause to be 
mailed to the holders of Preferred Stock at their last addresses as they 
shall appear upon the stock books of the Company, at least 30 calendar days 
prior to the applicable record or effective date hereinafter specified, a 
notice stating (x) the date on which a record is to be taken for the purpose 
of such dividend, distribution, redemption, rights or warrants, or if a 
record is not to be taken, the date as of which the holders of Common Stock 
of record to be entitled to such dividend, distributions, redemption, rights 
or warrants are to be determined, or (y) the date on which such 
reclassification, consolidation, merger, sale, transfer, share exchange, 
dissolution, liquidation or winding-up is expected to become effective, and 
the date as of which it is expected that holders of Common Stock of record 
shall be entitled to exchange their shares of Common Stock for securities or 
other property deliverable upon such reclassification, consolidation, merger, 
sale, transfer, share exchange, dissolution, liquidation or winding-up; 
PROVIDED, HOWEVER, that the failure to mail such notice or any defect therein 
or in the mailing thereof shall not affect the validity of the corporate 
action required to be specified in such notice.

     (e) If at any time conditions shall arise by reason of action taken by the 
Company which in the opinion of the Board of Directors are not adequately 
covered by the other provisions hereof and which might materially and adversely 
affect the rights of the holders of Preferred Stock (different than or 
distinguished from the effect generally on rights of holders of any class of the
Company's capital stock) or if at any time any such conditions are expected to 
arise by reason of any action contemplated by the 

                                      7 
<PAGE>

Company, the Company shall mail a written notice briefly describing the 
action contemplated and the material adverse effects of such action on the 
rights of the holders of Preferred Stock at least 30 calendar days prior to 
the effective date of such action, and an Appraiser selected by the holders 
of majority in interest of the Preferred Stock shall give its opinion as to 
the adjustment, if any (not inconsistent with the standards established in this 
Section 5), of the Conversion Price (including, if necessary, any adjustment 
as to the securities into which shares of Preferred Stock may thereafter be 
convertible) and any distribution which is or would be required to preserve 
without diluting the rights of the holders of shares of Preferred Stock; 
PROVIDED, HOWEVER, that the Company, after receipt of the determination by 
such Appraiser, shall have the right to select an additional Appraiser, in 
which case the adjustment shall be equal to the average of the adjustments 
recommended by each such Appraiser.  The Board of Directors shall make the 
adjustment recommended forthwith upon the receipt of such opinion or opinions 
or the taking of any such action contemplated, as the case may be; PROVIDED, 
however, that no such adjustment of the Conversion Price shall be made which 
in the opinion of the Appraiser(s) giving the aforesaid opinion or opinions 
would result in an increase of the Conversion Price to more than the 
Conversion Price then in effect.

     (f) The Company covenants that it will at all times reserve and keep 
available out of its authorized and unissued Common Stock solely for the 
purpose of issuance upon conversion of Preferred Stock as herein provided, 
free from preemptive rights or any other actual contingent purchase rights of 
persons other than the holders of Preferred Stock, such number of shares of 
Common Stock as shall be issuable (taking into account the adjustments and 
restrictions of Section 5(b) and Section 5(d) hereof) upon the conversion of 
all outstanding shares of Preferred Stock.  The Company covenants that all 
shares of Common Stock that shall be so issuable shall, upon issue, be duly 
and validly authorized, issued and fully paid and nonassessable.

     (g) Upon a conversion hereunder the Company shall not be required to 
issue stock certificates representing fractions of shares of Common Stock, 
but may if otherwise permitted, make a cash payment in respect of any final 
fraction of a share based on the Per Share Market Value at such time.  If the 
Company elects not, or is unable, to make such a cash payment, the holder of 
a share of Preferred Stock shall be entitled to receive, in lieu of the final 
fraction of a share, one whole share of Common Stock.

     (h) The issuance of certificates for shares of Common Stock on 
conversion of Preferred Stock shall be made without charge to the holders 
thereof for any documentary stamp or similar taxes that may be payable in 
respect of the issue or delivery of such certificate, provided that the 
Company shall not be required to pay any tax that may be payable in respect 
of any transfer involved in the issuance and delivery of any such certificate 
upon conversion in a name other than that of the holder of such shares of 
Preferred Stock so converted and the Company shall not be required to issue 
or deliver such certificates unless or until the person or persons requesting 
the issuance thereof shall have paid to the Company the amount of such tax or 
shall have established to the satisfaction of the Company that such tax has 
been paid.

                                      8 
<PAGE>

     (i) Shares of Preferred Stock converted into Common Stock shall be canceled
and shall have the status of authorized but unissued shares of preferred stock.

     (j) Each Holder Conversion Notice shall be given by facsimile and by mail, 
postage prepaid, addressed to the attention of the Chief Financial Officer of 
the Company at the facsimile telephone number and address of the principal 
place of business of the Company.  Each Company Conversion Notice shall be 
given by facsimile and by mail, postage prepaid, addressed to each holder of 
Preferred Stock at the facsimile telephone number and address of such holder 
appearing on the books of the Company or provided to the Company by such 
holder for the purpose of such Company Conversion Notice, or if no such 
facsimile telephone number or address appears or is so provided, at the 
principal place of business of the holder.  Any such notice shall be deemed 
given and effective upon the earliest to occur of (i)(a) if such Conversion 
Notice is delivered via facsimile at the facsimile telephone number specified 
in this Section 5(j) prior to 4:30 p.m. (Eastern Standard Time) on any date, 
such date (or, in the case of a Company Conversion Notice, the next Trading 
Day) or such later date as is specified in the Conversion Notice, and (b) if 
such Conversion Notice is delivered via facsimile at the facsimile telephone 
number specified in this Section 5(j) after 11:59 p.m. (Eastern Standard 
Time) on any date, the next date (or, in the case of a Company Conversion 
Notice, the next Trading Day after such next day) or such later date as is 
specified in the Conversion Notice, (ii) five days after deposit in the 
United States mails or (iii) upon actual receipt by the party to whom such 
notice is required to be given. 

     Section 6.  COMPANY REDEMPTION OPTION.  

     The Company may, at its option, at any time on or the date one year 
following the Original Issue Date, redeem any outstanding and unconverted 
Preferred Stock; provided that the Company notifies the holders thereof no 
later than thirty calendar days prior to the effective date of such 
redemption (the "Optional Redemption Date") of its intention to do so.

     If the Company elects to redeem such outstanding and unconverted shares 
of Preferred Stock, the redemption price per share (the "Optional Redemption 
Price") shall equal the Conversion Ratio multiplied by the Conversion Price 
on the Optional Redemption Date and shall be paid by the Company to the 
Holders of such unconverted Preferred Stock on the Optional Redemption Date.  
If any portion of the Optional Redemption Price shall not be paid by the 
Company within 7 calendar days after the Optional Redemption Date, such 
Optional Redemption Price shall be increased by an amount accruing from the 
7th day to the 21st day after the Optional Redemption Date at the rate of 5% 
per annum, from the 22nd day to the 60th day at 8% per annum and from the 
61st day until paid at the rate of 12% per annum, except that no such 
interest shall accrue until the Purchaser shall have delivered to the Company 
the certificates representing the shares of Preferred Stock to be so 
redeemed.  If any portion of the Optional Redemption Price remains unpaid 
more than 7 calendar days after the Optional Redemption Date, then the Holder 
may elect, by written notice to the Company given within 45 days after the 
Optional Redemption Date, to either (i) demand conversion in accordance with 
the formula and the time frame therefor set forth in Section 5 for a 

                                      9 
<PAGE>

conversion at the option of the Holder hereof of all Preferred Stock for 
which the Optional Redemption Price, plus interest, has not been paid in full 
(the "Unpaid Optional Redemption Stock"), or (ii) demand that the Company 
withdraw its election to force such redemption.  If the Holder elects option 
(i) above, the Company shall within three Business Days of its receipt of 
such election deliver to the Holder the shares of Common Stock issuable upon 
conversion of the Unpaid Optional Redemption Stocks subject to such Holder 
conversion demand and otherwise perform its obligations hereunder with 
respect thereto; or, if the Holder elects option (ii) above, the Company 
shall promptly, and in any event not later than three Business Days from 
receipt of Holder's notice of such election, return to the Holder all of the 
Unpaid Optional Redemption Stock. 

     Section 7.  DEFINITIONS.  For the purposes hereof, the following terms 
shall have the following meanings:

     "Business Day" means any day except Saturday, Sunday and any day which 
shall be a legal holiday or a day on which banking institutions in the state 
of New York are authorized or required by law or other government actions to 
close.

     "Common Stock" means shares now or hereafter authorized of the class of 
Common Stock, par value $.001, of the Company and stock of any other class 
into which such shares may hereafter have been reclassified or changed.

     "Conversion Ratio" means, at any time, a fraction, of which the 
numerator is Stated Value plus accrued but unpaid dividends, and of which the 
denominator is the Conversion Price at such time.

     "Junior Securities" means the Common Stock and all other equity 
securities of the Company with the exception of the Series C Preferred Stock 
and the Series D Preferred Stock.

     "Original Issue Date" shall mean the date that the Preferred stock was 
originally issued by the Company, without regard to subsequent transfers.  
Such Original Issue Date is anticipated to be December 31, 1996.

     "Per Share Market Value" means on any particular date (a) the closing 
bid price per share of the Common Stock on such date on the Nasdaq SmallCap 
Market or other national securities exchange on which the Common Stock has 
been listed or if there is no such price on such date, then the closing bid 
price on such national securities exchange or market on the date nearest 
preceding such date, or (b) if the Common Stock is not listed on the Nasdaq 
SmallCap Market or any national securities exchange or market, the closing 
bid for a share of Common Stock in the over-the-counter market, as reported 
by the Nasdaq SmallCap Market at the close of business on such date, or (c) 
if the Common Stock is not quoted on the Nasdaq SmallCap Market, the closing 
bid price for a share of Common Stock in the over-the-counter market as reported
by the National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), or (d) if the Common Stock is 
no longer reported by the National Quotation Bureau Incorporated (or similar 
organization or agency succeeding 

                                      10 
<PAGE>

to its functions of reporting prices), then the average of the "Pink Sheet" 
quotes for the relevant conversion period as determined by the Holder, or (e) 
if the Common Stock is no longer publicly traded the fair market value of a 
share of Common Stock as determined by an Appraiser (as defined in Section 
5(d)(iv) above) selected in good faith by the Holders of a majority in 
interest of the shares of the Preferred Stock; PROVIDED, HOWEVER, that the 
Company, after receipt of the determination by such Appraiser, shall have the 
right to select an additional Appraiser, in which case, the fair market value 
shall be equal to the average of the determinations by each such Appraiser.

     "Person" means a corporation, an association, a partnership, organization,
a business, an individual, a government or political subdivision thereof or a 
governmental agency.

     "Trading Day" means (a) a day on which the Common Stock is traded on the 
Nasdaq SmallCap Market or principal national securities exchange or market on 
which the Common Stock has been listed, or (b) if the Common Stock is not 
listed on the Nasdaq SmallCap Market or any stock exchange or market, a day 
on which the Common Stock is traded in the over-the-counter market, as 
reported by the Nasdaq SmallCap Market, or (c) if the Common Stock is not 
quoted on the Nasdaq SmallCap Market, a day on which the Common Stock is 
quoted in the over-the-counter market as reported by the National Quotation 
Bureau Incorporated (or any similar organization or agency succeeding its 
functions of reporting prices).

     RESOLVED FURTHER, that the President and Secretary of the Company be, 
and they hereby are, authorized and directed to prepare, execute, verify, and 
file in Delaware, a Certificate of Designation in accordance with these 
resolutions and as required by law.

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                                      11 
<PAGE>

     IN WITNESS WHEREOF, Innovus Corporation has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Terry Haas, its President,
and attested by David Mock, its Secretary, this __ day of December, 1996.

                                            INNOVUS CORPORATION


                                            --------------------------------- 
                                            Terry Haas 
                                            President  


Attest:


By:
   -------------------------------- 
   David Mock                       
   Secretary                        
















                                      12 
<PAGE>

                                  EXHIBIT A

                             NOTICE OF CONVERSION
                          AT THE ELECTION OF HOLDER

(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)

The undersigned hereby irrevocably elects to convert the number of shares of 
Series E Convertible Preferred Stock indicated below, into shares of Common 
Stock, par value $.001 per share (the "Common Stock"), of Innovus Corporation 
(the "Company") according to the conditions hereof, as of the date written 
below.  If shares are to be issued in the name of a person other than 
undersigned, the undersigned will pay all transfer taxes payable with respect 
thereto and is delivering herewith such certificates and opinions as 
reasonably requested by the Company in accordance therewith.  No fee will be 
charged to the Holder for any conversion, except for such transfer taxes, if 
any.

Conversion calculations:                    --------------------------------- 
                                            Date to Effect Conversion

                                            --------------------------------- 
                                            Number of shares of Preferred 
                                            Stock to be Converted

                                            $3.50            
                                            --------------------------------- 
                                            Applicable Conversion Price

                                            --------------------------------- 
                                            Signature 

                                            --------------------------------- 
                                            Name:

                                            --------------------------------- 
                                            Address:









                                      13 
<PAGE>
                                   EXHIBIT B
                                       
                             INNOVUS CORPORATION
                                       
                           NOTICE OF CONVERSION AT
                         THE ELECTION OF THE COMPANY

The undersigned in the name and on behalf of Innovus Corporation (the 
"Company") hereby notifies the addressee hereof that the Company hereby 
elects to exercise its right to convert [              ] shares of its Series 
E Convertible Preferred Stock held by the Holder into shares of Common Stock, 
par value $.001 per share (the "Common Stock") of the Company according to 
the terms hereof, as of the date written below.  No fee will be charged to 
the Holder for any conversion hereunder, except for such transfer taxes, if 
any which may be incurred by the Company if shares are to be issued in the 
name of a person other than the person to whom this notice is addressed.

Conversion calculations:                    --------------------------------- 
                                            Date to Effect Conversion

                                            --------------------------------- 
                                            Number of Shares of Preferred 
                                            Stock to be Converted

                                            $3.50               
                                            --------------------------------- 
                                            Applicable Conversion Price

                                            --------------------------------- 
                                            Signature 

                                            --------------------------------- 
                                            Name:

                                            --------------------------------- 
                                            Address:












                                      14