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                           CERTIFICATE OF DESIGNATION OF
                      SERIES D 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, 45,000 shares outstanding.

         III. The following is a true and correct copy of resolutions duly
adopted by the Board of Directors at meetings duly held on October 9, 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 D Convertible Preferred
Stock (the "Preferred Stock"), and the number of shares so designated shall be
20,100.  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").

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         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 October 1, 1997 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

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<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) 74 days after the Original Issue Date (as defined
in Section 7) 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 September 30, 1996, by and between the
Company and the original holders of the Company's Series C Preferred Stock as
amended by the Amended and Restated Registration Rights Agreement dated
October 31, 1996 between the Company and the original holder of the Company's
Series D Preferred Stock (as so amended, the "Registration Rights Agreement"),
relating among other things 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)

                                     3
<PAGE>

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 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.

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<PAGE>

         (d)  (i)  The conversion price for each share of Preferred Stock (the
"Conversion Price") in effect on any Conversion Date shall be $5.00 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 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.

                                     5
<PAGE>

             (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 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

                                     6
<PAGE>

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

                   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

                                     7
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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 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

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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 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 after November 1,
1997 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")

                                     9
<PAGE>

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 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.

          "Original Issue Date" shall mean October 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

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<PAGE>

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 Series C Preferred Stock.

          "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]

                                     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
October, 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 D 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

                                       $5.00
                                       ----------------------------------
                                       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.

                                     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 D
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:

                                     14