

                                    Exhibit 4
                                    ---------

                         CERTIFICATE OF DETERMINATION OF
                           SERIES B PREFERRED STOCK OF
          ADVANCED MACHINE VISION CORPORATION, a California corporation


     William J. Young and Alan R. Steel each certifies that:

     1.  They  are  the  duly  elected  and  acting   President  and  Secretary,
respectively,  of Advanced Machine Vision Corporation,  a corporation  organized
and existing under the General  Corporation  Law of the State of California (the
"Corporation").

     2. The number of shares of Series B  Preferred  Stock is  119,106,  none of
which has been issued.

     3. The Board of Directors duly adopted the following  resolution creating a
series of its Preferred Stock designated as Series B Preferred Stock:

     WHEREAS,  the Articles of  Incorporation  of the Corporation  authorize the
Preferred  Stock of the  Corporation  to be issued in series and  authorize  the
Board  of  Directors  to  determine  the  rights,  preferences,  privileges  and
restrictions  granted to or imposed upon any wholly  unissued  series  Preferred
Stock and to fix the number of shares and designation of any such series;

     NOW,  THEREFORE,  BE IT RESOLVED,  that the Board of Directors  does hereby
establish a series of the class of authorized  preferred stock, no par value, of
the Corporation ("Preferred Stock"), and that the designation and amount thereof
and the voting powers,  preferences  and relative,  participating,  optional and
other  special  rights of the  shares of such  series,  and the  qualifications,
limitations or restrictions thereof, are as follows:

     1. Designation  and  Amount. The shares of the series of Preferred Stock
hereby established shall be designated as "Series B Preferred Stock" and the
number of shares constituting such series shall be 119,106.

     2. Dividends. The holders of the Series B Preferred Stock shall have no
right to receive dividends.

     3. Liquidation Preference.

     (a) In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation,  whether  voluntary  or  involuntary,  the  holders of the Series B
Preferred  Stock shall be entitled to receive,  prior and in  preference  to any
distribution  of any of the assets or surplus  funds of the  Corporation  to the
holders of the  Corporation's  common stock,  no par value  ("Common  Stock") by
reason of their ownership  thereof,  the amount of $22.00 per share (as adjusted
for any stock  dividends,  combinations  or splits with  respect to such shares)
(the "Liquidation Preference"). If upon the occurrence of such event, the assets
and funds thus  distributed  among the holders of the Series B  Preferred  Stock
shall  be  insufficient  to  permit  the  payment  to such  holders  of the full
Liquidation  Preference,  then the entire  assets  and funds of the  Corporation
legally  available  for  distribution  shall be  distributed  ratably  among the
holders of the Series B Preferred Stock in proportion to the preferential amount
each such holder is otherwise entitled to receive.

     (b) After  payment in full of the  Liquidation  Preference  of the Series B
Preferred Stock as set forth in Section 3(a) above,  the entire remaining assets
and funds of the Corporation  legally available for distribution,  if any, shall
be distributed among the holders of the Common Stock in proportion to the shares
of Common Stock then held by them.

     (c) For purposes of this Section 3, (i) any  acquisition of the Corporation
by  means  of  merger  or  other  form  of  corporate  reorganization  in  which
outstanding  shares of the  Corporation  are sold or exchanged for securities or
other consideration issued, or caused to be issued, by the acquiring corporation
or its subsidiary (other than a mere reincorporation transaction) or (ii) a sale
of all or  substantially  all of the assets of the  Corporation,  shall,  at the
option  of the  holders  of a  majority  of the  outstanding  shares of Series B
Preferred  Stock, be treated as a liquidation,  dissolution or winding up of the
Corporation and shall entitle the holders of Series B Preferred Stock to receive
at the  closing in cash,  securities  or other  property  (valued as provided in
Section  3(d) below)  amounts as  specified  in Section  3(a)  above;  provided,
however,  that,  in each such  case,  the  applicable  transaction  shall not be
treated as a liquidation, dissolution or winding up of the Corporation and shall
not  entitle the holders of Series B  Preferred  Stock to receive  such  amounts
unless the Corporation's shareholders of record as constituted immediately prior
to such  acquisition  or sale hold less than a majority of the Voting  Stock (as
defined  below) of the surviving  corporation  or acquiring  entity  immediately
after such  acquisition  or sale.  "Voting  Stock" means the capital stock of an
entity  that is entitled to vote in the  election of the Board of  Directors  of
such entity.

     (d)  Whenever  the  distribution  provided  for in this  Section 3 shall be
payable  in  securities  or  property   other  than  cash,  the  value  of  such
distribution shall be the fair market value of such securities or other property
as determined in good faith by the Board of Directors.

     4. Repurchase at the Option of the Series B Preferred Shareholders.

     Upon the occurrence of a Change of Control (as defined below),  each holder
of  shares of Series B  Preferred  Stock  shall  have the right to  require  the
Corporation  to repurchase  all or any part of such holder's  shares of Series B
Preferred  Stock at a price in cash equal to the greater of (a) $22.00 per share
(as adjusted  for any stock  dividends,  combinations  or splits with respect to
such  shares)  or (b) the  market  value of the  shares of Class A Common  Stock
issuable upon conversion of such shares of Series B Preferred Stock,  calculated
as the  average  of the  closing  bid price of the Class A Common  Stock for the
forty-five  (45)  consecutive  trading days  immediately  preceding  the date of
repurchase,  subject  to  the  Corporation's  ability  to  legally  do so  under
California General  Corporation Law, Chapter 5. The Corporation shall repurchase
such shares within 30 days of the receipt of notice by the Corporation that such
shareholder has elected to have the  Corporation  repurchase its shares pursuant
to this Section 4.

     "Change of Control" means the  occurrence of any of the following:  (i) the
sale, transfer,  conveyance or other disposition (other than by way of merger or
consolidation),  in  one  or  a  series  of  related  transactions,  of  all  or
substantially all of the assets of the Corporation,  (ii) the adoption of a plan
relating  to the  liquidation  or  dissolution  of the  Corporation,  (iii)  the
consummation of any transaction  (including,  without limitation,  any merger or
consolidation)  the  result of which is that any  person or entity  becomes  the
"beneficial  owner" (as such term is defined in Rule 13d-3 and Rule 13d-5  under
the Exchange Act,  except that in calculating  the  beneficial  ownership of any
particular  "person," such "person" shall be deemed to have beneficial ownership
of all securities that such person has the right to acquire,  whether such right
is  currently  exercisable  or is  exercisable  only  upon the  occurrence  of a
subsequent condition),  directly or indirectly, of more than 37.5% of the Voting
Stock of the  Corporation  (measured  by  voting  power  rather  than  number of
shares),  (iv) the first day on which a majority  of the members of the Board of
Directors of the Corporation are not Continuing  Directors (as defined below) or
(v)  the  shareholders  of  the  Corporation  approve  a  consolidation  of  the
Corporation  with, or a merger of the Corporation  with or into, any entity,  or
the  shareholders of the  Corporation  (if required) or the  shareholders of any
entity  approve a  consolidation  of such entity with,  or merger of such entity
with or  into,  the  Corporation,  other  than any such  transaction  where  the
Corporation's  shareholders of record immediately prior to such transaction hold
more  than  80% of the  Voting  Stock of the  surviving  corporation  or  entity
immediately after giving effect to such issuance.  A Change of Control shall not
be  deemed  to have  occurred  if any of the  above  events  occur by  virtue of
transactions effected by FMC Corporation or its affiliates.

     "Continuing  Director"  means any member of the Board of  Directors  of the
Corporation who (i) was a member of such Board of Directors on the date on which
a share of Series B Preferred  Stock is first issued (the "Original Issue Date")
or (ii) was  nominated  for election or elected to such Board of Directors  with
the approval of a majority of the Continuing  Directors who were members of such
Board at the time of such nomination or election.

     5. Voting Rights.

     (a) Each holder of shares of the Series B Preferred Stock shall be entitled
to the  number of votes  equal to the  number of shares of Class A Common  Stock
into which such shares of Series B Preferred  Stock could then be converted  and
shall have voting rights and powers equal to the voting rights and powers of the
Class A Common  Stock  (except in the  election  of  directors,  which  shall be
governed by Section 5(c), and except as otherwise  expressly  provided herein or
as required by law, voting together with the Common Stock as a single class) and
shall be entitled to notice of any shareholders'  meeting in accordance with the
By-laws of the Corporation.  Fractional votes shall not,  however,  be permitted
and any  fractional  voting  rights  resulting  from the  above  formula  (after
aggregating  all shares into which  shares of Series B  Preferred  Stock held by
each holder  could be  converted)  shall be rounded to the nearest  whole number
(with one-half being rounded upward).

     (b) So long as any shares of Series B Preferred  Stock  remain  outstanding
(or, in the case of (vi) and (vii)  below,  until  October 14, 2002 and have not
been transferred by the original holder of such Series B Preferred  Stock),  the
Corporation  shall not, without the vote or written consent by the holders of at
least a majority of the then outstanding shares of the Series B Preferred Stock,
voting or acting together as a single class, take any of the following actions:

          (i) take any action which adversely alters or changes or may adversely
     alter or change  the  rights,  preferences  or  privileges  of the Series B
     Preferred Stock;

          (ii) increase or decrease the authorized  number of shares of Series B
     Preferred Stock;

          (iii) create (by reclassification or otherwise) any class or series of
     shares having rights,  preferences  or privileges  senior to or on a parity
     with the Series B Preferred Stock;

          (iv)  redeem or  repurchase  any shares of capital  stock  (other than
     repurchases  from  employees  upon  termination  of employment  pursuant to
     written employment agreements with such employees in effect on the Original
     Issue Date);

          (v) enter into any agreement  for the  redemption or repurchase of any
     shares of capital stock except pursuant to repurchases  permitted  pursuant
     to (iv) above;

          (vi)  merge  with or into any  other  entity  or enter  into any other
     corporate  reorganization,   recapitalization,   sale  of  control  or  any
     transaction  that,  directly or indirectly,  results in the sale,  license,
     lease,  transfer,  conveyance or other  disposition of all or substantially
     all of the assets or properties of the Corporation;

          (vii) sell, license,  lease, transfer,  convey or otherwise dispose of
     the Corporation's Intellectual Property, as defined below;

          (viii) amend or waive any provision of the  Corporation's  Articles of
     Incorporation or By-laws;

          (ix) purchase, lease or acquire assets or securities of another person
     or  entity,  in one or  more  related  or  unrelated  transactions,  if the
     aggregate  consideration  paid or payable in all such  transactions  (other
     than those in the ordinary course of business) combined exceeds two million
     dollars  ($2,000,000)  or any one such  transaction  exceeds  five  hundred
     thousand ($500,000) dollars;

          (x) issue or distribute any additional  equity securities or any other
     securities  convertible or exchangeable  into equity securities (other than
     issuance  of shares of Class A Common  Stock  pursuant  to  employee  stock
     options or other  employee  stock plans in effect as of the Original  Issue
     Date and,  with the approval of the Board of  Directors,  shares of Class A
     Common Stock to unrelated third parties,  in arms-length  transactions,  in
     consideration  for the  payment of fair value,  that do not exceed  100,000
     shares for any fiscal year); or

          (xi)  approves  the  liquidation,  dissolution  or  winding  up of the
     Corporation.

     "Intellectual  Property"  means (a) all inventions  (whether  patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including all good-will  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

     (c) The holders of Series B Preferred  Stock,  voting as a separate  class,
shall be entitled to elect one (1) member of the Board of Directors.

     6.  Conversion.  The  holders of the Series B  Preferred  Stock  shall have
conversion rights as follows (the "Conversion Rights"):

     (a) Right to  Convert.  Each  share of Series B  Preferred  Stock  shall be
convertible,  at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the  Corporation  or any transfer  agent
for such stock, into such number of fully paid and  nonassessable  shares of the
Corporation's  Class A Common Stock, no par value ("Class A Common Stock") as is
determined  by  dividing  $22.00 by the Series B  Conversion  Price (as  defined
below) applicable to such share,  determined as hereinafter  provided, in effect
on the date the  certificate  is  surrendered  for  conversion.  The  "Series  B
Conversion  Price" shall  initially be $2.20 per share of Class A Common  Stock.
Such  initial  Series B  Conversion  Price  shall  be  adjusted  as  hereinafter
provided.

     (b)  Automatic  Conversion.  Each share of Series B  Preferred  Stock shall
automatically  be  converted  into  shares  of  Class  A  Common  Stock  at  the
then-effective  Series  B  Conversion  Price,  upon the  later of (i) the  third
anniversary  of the  date of  issuance  or  (ii)  the  sixtieth  day  after  the
termination of that certain Representative Agreement between the Corporation and
the initial holder of the Series B Preferred Stock.

     (c) Mechanics of Conversion.

          (i) Before any holder of Series B Preferred Stock shall be entitled to
     convert the same into  shares of Class A Common  Stock,  such holder  shall
     surrender the certificate or certificates  therefor,  duly endorsed, at the
     office of the  Corporation  or of any  transfer  agent for such stock,  and
     shall give  written  notice to the  Corporation  at such  office  that such
     holder elects to convert the same and shall state therein the name or names
     in which such holder wishes the certificate or  certificates  for shares of
     Class A Common  Stock  to be  issued.  The  Corporation  shall,  as soon as
     practicable thereafter,  issue and deliver at such office to such holder of
     Series B Preferred  Stock, a certificate or certificates  for the number of
     shares of Class A Common  Stock to which such  holder  shall be entitled as
     aforesaid.  Such conversion  shall be deemed to have been made  immediately
     prior to the close of  business on the date of  surrender  of the shares of
     Series B  Preferred  Stock  to be  converted,  and the  person  or  persons
     entitled to receive the shares of Class A Common Stock  issuable  upon such
     conversion  shall be  treated  for all  purposes  as the  record  holder or
     holders of such shares of Class A Common Stock on such date.

     (d) Adjustment to Series B Conversion Price for Certain Diluting Issues

          (i) Special  Definitions.  For  purposes  of this  Section  6(d),  the
     following definitions apply:

               (1)  "Options"  shall  mean  rights,   options,  or  warrants  to
          subscribe for,  purchase or otherwise  acquire Common Stock,  Series B
          Preferred Stock or Convertible Securities (defined below).

               (2)  "Convertible   Securities"   shall  mean  any  evidences  of
          indebtedness,  shares  (other than Common  Stock or Series B Preferred
          Stock) or other securities convertible into or exchangeable for Common
          Stock.

               (3) "Additional  Shares of Common Stock" shall mean all shares of
          Common Stock issued (or, pursuant to Section  6(d)(iii),  deemed to be
          issued) by the Corporation  after the Original Issue Date,  other than
          shares of Common Stock issued or issuable:

                    (A) upon conversion of shares of Series B Preferred Stock;

                    (B) to officers,  directors or employees of, or  consultants
               to, the  Corporation  pursuant to stock option or stock  purchase
               plans or agreements  on terms  approved by the Board of Directors
               and shares to unrelated  third parties with approval of the Board
               of Directors (provided that the amount of such shares issued does
               not exceed  100,000  shares of Common  Stock in any fiscal  year)
               (net of any repurchases of such shares,  but including all shares
               issuable upon exercise of Options), subject to adjustment for all
               subdivisions and combinations;

                    (C) as a  dividend  or  distribution  on Series B  Preferred
               Stock; or

                    (D) for which adjustment of the Series B Conversion Price is
               made pursuant to Section 6(e).

          (ii) No Adjustment of Series B Conversion  Price. Any provision herein
     to the contrary  notwithstanding,  no adjustment in the Series B Conversion
     Price for Series B Preferred Stock shall be made in respect of the issuance
     of  Additional  Shares of Common Stock unless the  consideration  per share
     (determined  pursuant to Section 6(d)(v) hereof) for an Additional Share of
     Common Stock issued or deemed to be issued by the  Corporation is less than
     the Series B  Conversion  Price in effect on the date of,  and  immediately
     prior to such issue.

          (iii) Deemed  Issuance of Additional  Shares of Common  Stock.  In the
     event the  Corporation  at any time or from time to time after the Original
     Issue Date shall issue any Options  (excluding the option granted  pursuant
     to the Series B Preferred  Stock Purchase  Agreement to FMC  Corporation of
     even date  herewith) or  Convertible  Securities or shall fix a record date
     for the  determination  of holders of any class of securities then entitled
     to receive any such  Options or  Convertible  Securities,  then the maximum
     number of shares (as set forth in the instrument  relating  thereto without
     regard to any  provisions  contained  therein  designed to protect  against
     dilution) of Common Stock issuable upon the exercise of such Options or, in
     the case of Convertible  Securities and Options for Convertible  Securities
     or for  Series B  Preferred  Stock,  the  conversion  or  exchange  of such
     Convertible  Securities or Series B Preferred Stock,  shall be deemed to be
     Additional  Shares of Common  Stock issued as of the time of such issue or,
     in case  such a record  date  shall  have  been  fixed,  as of the close of
     business on such record  date,  provided  further  that in any such case in
     which Additional Shares of Common Stock are deemed to be issued:

               (1) no further adjustments in the Series B Conversion Price shall
          be made upon the subsequent issue of Convertible Securities, or Series
          B Preferred  Stock or shares of Common Stock upon the exercise of such
          Options or  conversion or exchange of such  Convertible  Securities or
          Series B Preferred Stock;

               (2) if such  Options or  Convertible  Securities  by their  terms
          provide,  with the passage of time or  otherwise,  for any increase or
          decrease in the consideration payable to the Corporation,  or decrease
          or increase in the number of shares of Common Stock issuable, upon the
          exercise,  conversion  or exchange  thereof,  the Series B  Conversion
          Price computed upon the original issue thereof (or upon the occurrence
          of a record date with respect thereto), and any subsequent adjustments
          based  thereon,  shall,  upon any such  increase or decrease  becoming
          effective,  be recomputed to reflect such increase or decrease insofar
          as it affects  such  Options or the rights of  conversion  or exchange
          under such Convertible  Securities  (provided,  however,  that no such
          adjustment of the Series B Conversion  Price shall affect Common Stock
          previously issued upon conversion of the Series B Preferred Stock);

               (3) upon the  expiration  of any such Options or any such Options
          or any  rights  of  conversion  or  exchange  under  such  Convertible
          Securities  which  shall  not  have  been  exercised,   the  Series  B
          Conversion Price computed upon the original issue thereof (or upon the
          occurrence of a record date with respect thereto),  and any subsequent
          adjustments based thereon, shall, upon such expiration,  be recomputed
          as if:

                    (A) in the case of  Convertible  Securities  or Options  for
               Common  Stock the only  Additional  Shares of Common Stock issued
               were the shares of Common Stock, if any, actually issued upon the
               exercise of such  Options or the  conversion  or exchange of such
               Convertible  Securities and the  consideration  received therefor
               was the  consideration  actually  received by the Corporation for
               the issue of all such Options, whether or not exercised, plus the
               consideration  actually  received  by the  Corporation  upon such
               exercise,  or for the  issue of all such  Convertible  Securities
               which were actually  converted or exchanged,  plus the additional
               consideration,  if any, actually received by the Corporation upon
               such conversion or exchange and

                    (B) in the case of Options  for  Convertible  Securities  or
               Series B  Preferred  Stock  only the  Convertible  Securities  or
               Series  B  Preferred  Stock,  if any,  actually  issued  upon the
               exercise  thereof  were  issued  at the  time  of  issue  of such
               Options,  and the  consideration  received by the Corporation for
               the  Additional  Shares of Common  Stock deemed to have been then
               issued was the consideration actually received by the Corporation
               for the issue of all such Options, whether or not exercised, plus
               the consideration deemed to have been received by the Corporation
               (determined  pursuant to Section  6(d)(v))  upon the issue of the
               Convertible  Securities or Series B Preferred  Stock with respect
               to which such Options were actually exercised;

               (4) no  readjustment  pursuant  to clause (2) or (3) above  shall
          have the  effect of  increasing  the Series B  Conversion  Price to an
          amount which exceeds the lower of (a) the Series B Conversion Price on
          the original  adjustment  date,  or (b) the Series B Conversion  Price
          that would have  resulted  from any issuance of  Additional  Shares of
          Common   Stock   between  the  original   adjustment   date  and  such
          readjustment date;

               (5) in the case of any  Options  which  expire by their terms not
          more than 30 days after the date of issue  thereof,  no  adjustment of
          the Series B Conversion  Price shall be made until the  expiration  or
          exercise of all such Options,  whereupon such adjustment shall be made
          in the same manner provided in clause (3) above.

          (iv)  Adjustment  of  Series  B  Conversion  Price  Upon  Issuance  of
     Additional  Shares of Common Stock.  In the event the  Corporation,  at any
     time after the Original Issue Date shall issue Additional  Shares of Common
     Stock  (including  Additional  Shares of Common  Stock  deemed to be issued
     pursuant to Section 6(d)(iii) without  consideration or for a consideration
     per share less than the Series B Conversion Price as in effect  immediately
     prior to such issue,  then and in such event, the Series B Conversion Price
     shall be reduced,  concurrently  with such issue, to a price (calculated to
     the nearest cent)  determined by multiplying such Series B Conversion Price
     by a  fraction,  the  numerator  of which  shall be the number of shares of
     Common Stock outstanding immediately prior to such issue plus the number of
     shares of Common Stock which the  aggregate  consideration  received by the
     Corporation  for the total number of  Additional  Shares of Common Stock so
     issued  would  purchase  at  such  Series  B  Conversion  Price  in  effect
     immediately  prior to such issuance,  and the denominator of which shall be
     the number of shares of Common Stock outstanding  immediately prior to such
     issue plus the number of such Additional  Shares of Common Stock so issued.
     For the  purpose of the above  calculation,  the number of shares of Common
     Stock outstanding  immediately prior to such issue shall be calculated on a
     fully diluted basis,  as if all shares of Series B Preferred  Stock and all
     Convertible Securities had been fully converted into shares of Common Stock
     immediately prior to such issuance and any outstanding warrants, options or
     other rights for the purchase of shares of stock or convertible  securities
     had been fully exercised (and the resulting securities fully converted into
     shares of Common Stock, if so convertible) as of such date.

          (v) Determination of Consideration. For purposes of this Section 6(d),
     the  consideration  received  by  the  Corporation  for  the  issue  of any
     Additional Shares of Common Stock shall be computed as follows:

               (1) Cash and Property: Such consideration shall:

                    (A)  insofar as it  consists  of cash,  be  computed  at the
               aggregate  amount of cash received by the  Corporation  excluding
               amounts   paid  or  payable  for  accrued   interest  or  accrued
               dividends;

                    (B) insofar as it consists of property  other than cash,  be
               computed at the fair value thereof at the time of such issue,  as
               determined in good faith by the Board; and

                    (C) in the  event  Additional  Shares  of  Common  stock are
               issued  together  with other shares or securities or other assets
               of the  Corporation for  consideration  which covers both, be the
               proportion  of  such  consideration  so  received,   computed  as
               provided  in clauses  (A) and (B) above,  as  determined  in good
               faith by the Board.

               (2) Options and Convertible  Securities.  The  consideration  per
          share  received by the  Corporation  for  Additional  Shares of Common
          Stock  deemed to have  been  issued  pursuant  to  Section  6(d)(iii),
          relating to Options and Convertible  Securities shall be determined by
          dividing:

                    (A) the total amount,  if any, received or receivable by the
               Corporation  as  consideration  for the issue of such  Options or
               Convertible  Securities,  plus the  minimum  aggregate  amount of
               additional   consideration  (as  set  forth  in  the  instruments
               relating  thereto,  without  regard  to any  provision  contained
               therein  designed  to protect  against  dilution)  payable to the
               Corporation  upon the exercise of such Options or the  conversion
               or exchange  of such  Convertible  Securities,  or in the case of
               Options for Convertible  Securities or Series B Preferred  Stock,
               the exercise of such Options for Convertible Securities or Series
               B  Preferred  Stock  and  the  conversion  or  exchange  of  such
               Convertible Securities or Series B Preferred Stock by

                    (B) the  maximum  number of  shares of Common  Stock (as set
               forth in the instruments relating thereto,  without regard to any
               provision  contained  therein  designed  to protect  against  the
               dilution)   issuable   upon  the  exercise  of  such  Options  or
               conversion or exchange of such Convertible Securities.

     (e)  Adjustments to Series B Conversion  Price for Stock  Dividends and for
Combinations  or Subdivisions of Common Stock. In the event that the Corporation
at any time or from time to time after the Original  Issue Date shall declare or
pay, without  consideration,  any dividend on the Common Stock payable in Common
Stock or in any right to acquire  Common  Stock for no  consideration,  or shall
effect a subdivision  of the  outstanding  shares of Common Stock into a greater
number of shares of Common Stock (by stock split,  reclassification or otherwise
than by payment of a dividend in Common Stock or in any right to acquire  Common
Stock), or in the event the outstanding shares of Common Stock shall be combined
or  consolidated,  by  reclassification  or  otherwise,  into a lesser number of
shares of Common Stock, then the Series B Conversion Price in effect immediately
prior to such event shall, concurrently with the effectiveness of such event, be
proportionately  decreased or increased,  as appropriate.  In the event that the
Corporation  shall declare or pay,  without  consideration,  any dividend on the
Common Stock payable in any right to acquire  Common Stock for no  consideration
then the Corporation  shall be deemed to have made a dividend  payable in Common
Stock in an amount of shares equal to the maximum number of shares issuable upon
exercise of such rights to acquire Common Stock.

     (f) Adjustments for  Reclassification  and  Reorganization.  If the Class A
Common Stock issuable upon  conversion of the Series B Preferred  Stock shall be
changed  into the same or a  different  number of  shares of any other  class or
classes  of  stock,  whether  by  capital  reorganization,  reclassification  or
otherwise  (other than a subdivision or  combination  of shares  provided for in
Section  6(e) above or a merger or other  reorganization  referred to in Section
3(c) above),  the Series B Conversion  Price then in effect shall,  concurrently
with  the  effectiveness  of  such   reorganization  or   reclassification,   be
proportionately  adjusted  so  that  the  Series  B  Preferred  Stock  shall  be
convertible  into, in lieu of the number of shares of Class A Common Stock which
the holders would otherwise have been entitled to receive, a number of shares of
such other class or classes of stock equivalent to the number of shares of Class
A Common  Stock  that would have been  subject  to receipt by the  holders  upon
conversion of Series B Preferred Stock immediately before that change.

     (g) No Impairment.  The Corporation  will not, by amendment of its Articles
of   Incorporation   or  through   any   reorganization,   transfer  of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation,  but will at
all times in good faith assist in the carrying out of all the provisions of this
Section  6 and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate  in order to protect  the  Conversion  Rights of the  holders of the
Series B Preferred Stock against impairment.

     (h) Certificate as to Adjustment. Upon the occurrence of each adjustment or
readjustment  of the Series B Conversion  Price  pursuant to this Section 6, the
Corporation   at  its  expense  shall  promptly   compute  such   adjustment  or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series B Preferred Stock a certificate  executed by the  Corporation's
President  or  Chief   Financial   Officer  setting  forth  such  adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based.  The Corporation  shall,  upon the written request at any
time of any holder of Series B Preferred Stock, furnish or cause to be furnished
to such  holder  a like  certificate  setting  forth  (i) such  adjustments  and
readjustments,  (ii) the Series B  Conversion  Price at the time in effect,  and
(iii) the number of shares of Class A Common  Stock and the  amount,  if any, of
other  property  which at the time would be received upon the  conversion of the
Series B Preferred Stock.  Notwithstanding  anything herein to the contrary,  no
adjustment of the  conversion  price shall be made unless all such  adjustments,
cumulatively, would require an in crease or a decrease of at least $.02.

     (i) Notices of Record Date. In the event that the Corporation shall propose
at any time: (i) to declare any dividend or distribution  upon its Common Stock,
whether in cash, property,  stock or other securities,  whether or not a regular
cash  dividend  and whether or not out of earnings  or earned  surplus;  (ii) to
offer the  subscription  pro rata to the  holders  of any class or series of its
stock any  additional  shares  of stock of any class or series or other  rights;
(iii) to effect any  reclassification  or  recapitalization  of its Common Stock
outstanding  involving  a  change  in the  Common  Stock;  or (iv) to  merge  or
consolidate with or into any other corporation,  or sell, lease or convey all or
substantially all of its assets, or to liquidate, dissolve or wind up;

     Then, in connection with each such event, the Corporation shall send to the
holders of Series B Preferred Stock: (1) at least twenty (20) days prior written
notice  of the  date on  which a  record  shall  be  taken  for  such  dividend,
distribution  or  subscription  rights  (and  specifying  the date on which  the
holders of Class A Common  Stock shall be entitled  thereto) or for  determining
rights to vote, if any, in respect of the matters  referred to in (iii) and (iv)
above;  and (2) in the case of the matters  referred to in (iii) and (iv) above,
at least twenty (20) days prior  written  notice of the date when the same shall
take place (and  specifying  the date on which the holders of Common Stock shall
be entitled to exchange  their Common  Stock for  securities  or other  property
deliverable upon the occurrence of such event).

     (j)  Issue  Taxes.  The  Corporation  shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of Class
A Common  Stock on  conversion  of shares of Series B Preferred  Stock  pursuant
hereto;  provided,  however,  that the Corporation shall not be obligated to pay
any  transfer  taxes  resulting  from any  transfer  requested  by any holder in
connection with any such conversion.

     (k) Reservation of Stock Issuable Upon Conversion. The Corporation shall at
all times reserve and keep available out of its  authorized but unissued  shares
of Class A Common Stock,  solely for the purpose of effecting the  conversion of
the shares of Series B  Preferred  Stock,  such  number of its shares of Class A
Common Stock as shall from time to time be sufficient  to effect the  conversion
of all outstanding  shares of Series B Preferred  Stock;  and if at any time the
number of  authorized  but unissued  shares of Class A Common Stock shall not be
sufficient to effect the conversion of all then  outstanding  shares of Series B
Preferred  Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Class A Common  Stock to such number of shares as shall be  sufficient
for such purpose, including, without limitation,  engaging in reasonable efforts
to obtain the requisite  shareholder approval of any necessary amendment to this
Certificate.

     (l)  Fractional  Shares.  No  fractional  share  shall be  issued  upon the
conversion  of any share or shares of Series B  Preferred  Stock.  All shares of
Class A Common Stock (including  fractions  thereof) issuable upon conversion of
more than one share of Series B  Preferred  Stock by a holder  thereof  shall be
aggregated  for purposes of determining  whether the conversion  would result in
the issuance of any fractional share. If, after the aforementioned  aggregation,
the conversion  would result in the issuance of a fraction of a share of Class A
Common Stock,  the Corporation  shall, in lieu of issuing any fractional  share,
pay the holder  otherwise  entitled to such  fraction a sum in cash equal to the
fair market value of such fraction on the date of conversion  (as  determined in
good faith by the Board of Directors).

     (m) Notices.  Any notice required by the provisions of this Section 6 to be
given to the holders of shares of Series B Preferred Stock shall be deemed given
if deposited in the United States mail,  postage prepaid,  and addressed to each
holder of record at his address appearing on the books of the Corporation.

     7. No Reissuance of the Series B Preferred Stock. No share or shares of the
Series B Preferred  Stock  acquired by the  Corporation by reason of redemption,
purchase,  conversion or otherwise shall be reissued.  The authorized  number of
shares of that  series  shall be  automatically  reduced by the number of shares
reacquired,  and the Board of  Directors of the  Corporation  shall return those
shares to the status of authorized but  undesignated  shares of Preferred Stock.
The Corporation may from time to time take such appropriate  corporate action as
may be necessary to reduce the  authorized  number of shares of Preferred  Stock
accordingly.

                      Verification by Written Declaration
                      -----------------------------------

     William J. Young and Alan R. Steel each  declares  under penalty of perjury
under  the laws of the  State  of  California  that he has  read  the  foregoing
certificate and knows the contents  thereof and that the same is true of his own
knowledge.

Dated:  October 14, 1998


                                        /s/ William J. Young
                                        ----------------------------------------
                                        Name: William J. Young
                                        Title: Chairman of the Board


                                        /s/ Alan R. Steel
                                        ----------------------------------------
                                        Name: Alan R. Steel
                                        Title: Chief Financial Officer
