<PAGE>

                          CERTIFICATE OF DESIGNATION OF
                     SERIES C 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: 120,000 Series A
Preferred Stock authorized, none outstanding.

          III. The following is a true and correct copy of resolutions duly
adopted by the Board of Directors at meetings duly held on August 8, 9 and 12,
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 C Convertible Preferred Stock
(the "Preferred Stock"), and the number of shares so designated shall be 45,000.
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).  Dividends on the Preferred Stock shall accrue daily
commencing the Original Issue Date (as defined in Section 7) 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 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 

                                      2 
<PAGE>

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 the expiration of the earlier
to occur of (i) 105 days after the Original Issue Date and (ii) the date that
the Securities and Exchange Commission (the "Commission") declares effective
under the Securities Act of 1933, as amended (the "Securities Act") the
registration statement contemplated by the Registration Rights Agreement, dated
the Original Issue Date (the "Registration Rights Agreement"), by and between
the Company and the original holder of Preferred Stock relating to the Preferred
Stock and the shares of Common Stock into which the Preferred Stock is
convertible in accordance with the terms hereof.  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) and, as to the original Holder (or its sole
designee), subject to Section 4.13 of the Purchase Agreement (as defined in
Section 7), 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)  Provided that ten (10) Trading Days (as defined in Section 7)
shall have elapsed from the date the Commission declared the registration
statement contemplated by the Registration Rights Agreement effective under the
Securities Act, 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 the expiration of one year after the
Original Issue Date; 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

                                      3 
<PAGE>

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 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 which
shall be free of restrictive legends and trading restrictions (other than those
then required by law and as set forth in the Purchase Agreement), 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 the lesser of (a)
the average Per Share Market Value for the five (5) Trading Days immediately
preceding the 

                                      4 
<PAGE>

Original Issue Date or (b) 75% of the average Per Share Market Value for the 
five (5) Trading Days immediately preceding the Conversion Date; PROVIDED, 
HOWEVER, (x) if the registration statement to be filed by the Company in 
accordance with the Registration Rights Agreement is not filed with and 
declared effective by the Commission on or prior to the Effectiveness Date 
(as defined in the Registration Rights Agreement), or (y) if such 
registration statement filed is declared effective but thereafter ceases to 
be effective at any time during the Effectiveness Period (as defined in the 
Registration Rights Agreement) without being succeeded within 30 days by a 
subsequent registration statement filed with and declared effective by the 
Commission (any such failure being hereinafter referred to as an "Event", and 
for purposes of clause (x), the date on which such Event occurs, or for 
purposes of clause (y), the date on which such 30-day limit is exceeded, 
being hereinafter referred to as an "Event Date"), the Conversion Price shall 
be decreased by 1.5% monthly (i.e., 73.5% at the beginning of the first such 
month and 72% at the beginning of the second such month).  Commencing on the 
third month after an Event Date, the 1.5% monthly penalty shall be paid to 
the Holder in cash, and any penalty amount not paid when due shall accrue 
interest at the rate of 1.5% per month until paid.

              (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 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 

                                      5 
<PAGE>

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 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 

                                      6 
<PAGE>

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

                     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

                                      7 
<PAGE>

                     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 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 

                                      8 
<PAGE>

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.

          (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 

                                      9 
<PAGE>

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, redeem any outstanding and unconverted
Preferred Stock on the third anniversary of the Original Issue Date (the
"Optional Redemption Date"), provided that the Company notifies the holders
thereof no later than the third Trading Day prior to 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 Per Share
Market Value 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 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"), in which event the
Per Share Market Value for such shares shall be the lower of the Per Share
Market Value calculated on the Optional Redemption Date and the Per Share Market
Value as of the Holder's written demand for conversion, 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.

                                      10 
<PAGE>

          "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.

          "Original Issue Date" shall mean the date of the first issuance of any
shares of the Preferred Stock regardless of the number transfers of any
particular shares of Preferred Stock and regardless of the number of
certificates which may be issued to evidence such Preferred Stock.

          "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 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.

          "Purchase Agreement" means the Convertible Preferred Stock Purchase
Agreement, dated as of the Original Issue Date, between the Company and the
original Holder of the Preferred Stock.

                                      11 
<PAGE>

          "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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


















                                      12 
<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 1st day of 
October, 1996.

                                            INNOVUS CORPORATION


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


Attest:


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













                                      13 
<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 C Convertible Preferred Stock indicated below, into shares of Common 
Stock, par value U.S.$.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

                                            ---------------------------------- 
                                            Applicable Conversion Price

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

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

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

The Company undertakes to promptly upon its receipt of this conversion notice 
(and, in any case prior to the time it effects the conversion requested 
hereby), notify the converting holder by facsimile of the number of shares of 
Common Stock outstanding on such date and the number of shares of Common 
Stock which would be issuable to the holder if the conversion requested in 
this conversion notice were effected in full, whereupon, the holder may, 
within one day of the notice from the Company, revoke the conversion 
requested hereby to the extent that it determines that such conversion would 
result in it owning in excess of 4.9% of the outstanding shares of Common 
Stock on such date, and the Company shall issue to the holder one or more 
certificates representing shares of Preferred Stock which have not been 
converted as a result of this provision.  If the holder waives the 
applicability of this limitation by notice to the Company delivered upon its 
receipt of the Company's notice regarding the number of outstanding shares of 
Common Stock or if the Purchaser fails to respond to the Company's notice 
within one day thereafter, the Company shall effect in full the conversion 
requested in this notice.

                                      14 
<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 C Convertible 
Preferred Stock held by the Holder into shares of Common Stock, par value 
U.S.$.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

                                            ---------------------------------- 
                                            Applicable Conversion Price

                                            ---------------------------------- 
                                            Number of Shares of Common Stock
                                            outstanding at close of trading
                                            on Conversion Date

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

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

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






                                      15