<PAGE>


                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                 RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK

        Pursuant to authority conferred upon the Board of Directors of the
Corporation by its Certificate of Incorporation, such Board of Directors duly
adopted a resolution on March 31, 1999 providing for the issuance of a series
of 50,000 shares of the Corporation's Preferred Stock, $1.00 par value per
share, to be designated "Series A Preferred Stock", and fixing the voting
powers, preferences and relative, participating, optional or other rights,
and the qualifications, limitations or restrictions thereof. The following is
a Certificate of Designation, Preferences, Rights and Limitations to reflect
such resolution:

                There shall be established and authorized for issuance a series
        of the Corporation's Preferred Stock, $1.00 par value per share,
        designated "Series A Preferred Stock" (herein referred to as "Series A
        Preferred Stock"), consisting of 50,000 shares, each of the par value of
        $1.00 per share, and having the voting powers, preferences and relative,
        participating, optional and other rights, and the qualifications,
        limitations or restrictions set forth below:

1.      CERTAIN DEFINITIONS.

        Unless the context otherwise requires, the terms defined in this
paragraph 1 shall have, for all purposes of this resolution, the meanings herein
specified.

        CHANGE OF CONTROL. The term "Change of Control" shall mean the first to
occur of the following: (i) the acquisition by any Person of the power, directly
or indirectly, to vote or direct the voting of securities having more than fifty
percent (50%) of the ordinary voting power for the election of directors of the
Corporation or (ii) the acquisition by any Person of capital stock of the
Corporation that would entitle such Person upon the liquidation of the
Corporation to a majority of the proceeds attributable to the holders of the
Corporation's capital stock assuming all shares that are convertible or
exchangeable for Common Stock or other capital stock were so converted or
exchanged immediately prior to such liquidation.

        COMMON STOCK.  The term "Common Stock" shall mean the common stock of
the Corporation, par value $0.01.

        JUNIOR STOCK.  The term "Junior Stock" shall mean any other class or
series of stock of the Corporation (i) not entitled to receive any dividends
unless all dividends required to have been paid or declared and set apart for
payment on the Series A Preferred Stock shall have been so paid or declared
and set apart for payment, (ii) not entitled to receive any assets upon the
liquidation, dissolution or winding up of the affairs of the Corporation
until the Series A Preferred Stock shall have received the entire amount to
which such stock is entitled upon such liquidation, dissolution or winding
up, and (iii) not entitled to redemption until the Series A Preferred Stock
shall have been redeemed in full.

        LIQUIDATION PREFERENCE. The term "Liquidation Preference" shall mean
$1.00 per share.


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        PARITY STOCK.  The term "Parity Stock" shall mean any other class or
series of stock of the Corporation entitled to (a) redemption (b) receive
payment of dividends or (c) receive assets upon the liquidation, dissolution
or winding up the affairs of the Corporation, on a parity with the Series A
Preferred Stock.

        PERSON. The term "Person" shall mean any natural person, corporation,
limited partnership, general partnership, joint stock company, joint venture,
association, company, trust, bank trust company, land trust, business trust,
or other organization, whether or not a legal entity, and any government or
agency or political subdivision thereof.

        QUALIFIED PUBLIC OFFERING. The term "Qualified Public Offering" shall
mean the first closing after the date of issuance of the Series A Preferred
Stock and following the relisting of the Common Stock on the Nasdaq National
Market or other national exchange of an underwritten public offering pursuant to
an effective registration statement under the Securities Act of 1933, as
amended, covering the offer and sale of Common Stock for the account of the
Corporation to the public generally, for which the net proceeds to the
Corporation are not less than $10 million, and pursuant to which such Common
Stock is authorized and approved for listing on the Nasdaq National Market or
such other national exchange.

        REDEMPTION PRICE. The term "Redemption Price" shall mean the per share
price to be paid upon redemption of the Series A Preferred Stock, which shall
equal the Liquidation Preference, plus accrued and unpaid dividends (including
any accrued but unpaid dividends thereon) to and including the Redemption Date.

        RESTRICTED PAYMENT. The term "Restricted Payment" shall mean (i) any
dividend or other distribution on any shares of Junior Stock (other than
dividends or distributions payable solely in shares of such Junior Stock), or
(ii) any payment on account of the purchase, redemption, retirement or
acquisition of (a) any shares of Junior Stock or (b) any option, warrant,
convertible or exchangeable security or other right to acquire shares of Junior
Stock.

        SENIOR STOCK. The term "Senior Stock" shall mean any other class or
series of stock of the Corporation ranking senior to the Series A Preferred
Stock in respect of the right to (a) redemption, (b) receive payment of
dividends or (c) receive assets upon liquidation, dissolution or winding up of
the affairs of the Corporation.

        SUBSIDIARY. The term "Subsidiary" shall mean any corporation of which
shares of stock possessing at least a majority of the general voting power in
electing the board of directors are, at the time as of which any
determination is being made, owned by the Corporation, whether directly or
indirectly through one or more Subsidiaries.

2.      DIVIDENDS.

        (a) The holders of Series A Preferred Stock, in preference to the
holders of Common Stock, shall be entitled to receive, but only out of any
funds legally available for the declaration of dividends, cumulative,
preferential dividends at an annual rate equal to six percent, payable
annually on or before the last calendar day of December in each year
following the Commencement Date in which the Series A Preferred Stock is
outstanding. Such dividends shall commence to accrue on the shares of Series
A Preferred Stock and be cumulative from and after March 31, 2001 (the
"Commencement Date") and shall be deemed to accumulate and accrue from each
year thereafter. So long as any shares of Series A Preferred Stock remain
outstanding, no dividends or distributions (other than dividends or
distributions on Common Stock payable in Common Stock) shall be paid

                                     -2-

<PAGE>


upon, or declared or set apart for, the Common Stock, nor shall any Common Stock
(other than Common Stock acquired in exchange for, or out of cash proceeds of,
the issue of other Common Stock or out of cash contributions to the capital of
the Corporation) be purchased, redeemed, retired or otherwise acquired by the
Corporation, unless and until in either case all past due, cumulative dividends
on the then outstanding shares of Series A Preferred Stock for all past dividend
periods shall have been or concurrently shall be paid.


        (b) Upon any consummation of (i) a Qualified Public Offering; (ii) a
merger or consolidation involving the Corporation or (iii) a Change of Control,
the Corporation shall pay on the date of such consummation all accrued and
unpaid dividends as of such date on all outstanding Series A Preferred Stock.

3.      DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.

        In the event of any voluntary or involuntary liquidation, dissolution or
other winding up of the affairs of the Corporation, before any distribution or
payment shall be made to the holders of Common Stock or to holders of any Junior
Stock, the holders of the Series A Preferred Stock shall be entitled to be paid
the Liquidation Preference on all outstanding shares of the Series A Preferred
Stock as of the date of such liquidation or dissolution or such other winding
up, plus any accrued but unpaid dividends, if any, to such date, and no more.
If, upon any such liquidation, dissolution or other winding up of the affairs of
the Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Series A Preferred Stock and of any
Parity Stock shall be insufficient to permit the payment in full to such holders
of the preferential amounts to which they are entitled, then the entire net
assets of the Corporation shall be distributed among the holders of the Series A
Preferred Stock and the holders of any Parity Stock ratably in proportion to the
full amounts to which they would otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation into or with another corporation or
corporations, nor the sale of all or substantially all of the assets of the
Corporation to another corporation or corporations shall be deemed a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this Paragraph 3.

4.      REDEMPTION BY THE CORPORATION.

        (a) The Series A Preferred Stock shall not be redeemed in whole or in
part prior to March 31, 2004. On or after March 31, 2004, the Corporation may,
at its option, redeem in cash at any time in whole but not in part the Series A
Preferred Stock at the Redemption Price per share.

        (b) Notice of redemption of the Series A Preferred Stock shall be sent
by or on behalf of the Corporation, by first class mail, postage prepaid, to the
holders of record of the outstanding shares of Series A Preferred Stock at their
respective addresses as they shall appear on the records of the Corporation, not
less than thirty (30) days nor more than sixty (60) days prior to the date fixed
for redemption (the "Redemption Date") (i) notifying such holders of the
election of the Corporation to redeem such shares and of the date of redemption,
(ii) stating the date on which the shares cease to be convertible, and the
Conversion Price (as defined herein) and (iii) the place or places at which the
shares called for redemption shall, upon presentation and surrender of the
certificates evidencing such shares, be redeemed, and the Redemption Price
therefor.

        (c) If notice of redemption shall have been given as herein provided
each holder of shares called for redemption shall be entitled to all
preferences, relative and other rights accorded by this resolution until and
including the Redemption Date.


                                      -3-


<PAGE>

5.      CONVERSION RIGHTS. The Series A Preferred Stock shall be convertible
into Common Stock as follows:

        (a) CONVERSION AT HOLDER'S OPTION. The holder of any shares of the
Series A Preferred Stock shall have the right at such holder's option, at any
time after March 31, 2001 and without the payment of any additional
consideration, to convert any or all of such shares of the Series A Preferred
Stock into fully paid and nonassessable shares of Common Stock upon the terms
hereinafter set forth.

        (b) NUMBER OF SHARES. In the event of a conversion pursuant to
subparagraph 5(a) above, each share of the Series A Preferred Stock so converted
shall be converted into such number of shares of Common Stock as is determined
by dividing (x) the Liquidation Price by (y) the Conversion Price in effect on
the effective date of the conversion (the "Conversion Date"). The initial
Conversion Price shall be $0.10 per share of Common Stock (the "Initial
Conversion Price"). Such initial Conversion Price shall be subject to adjustment
in order to adjust the number of shares of Common Stock into which the Series A
Preferred Stock is convertible, as hereinafter provided.

        (c) CONVERSION PRICE ADJUSTMENTS. The Conversion Price shall be subject
to adjustment from time to time as follows:

                (i) ADJUSTMENT AT THE OPTION OF THE HOLDER. Upon the calculation
        of the Attributable Value for each of the years ending December
        31, 2001, 2002, and 2003 the Conversion Price in effect immediately
        prior to such calculation shall immediately be reduced to the price
        determined by dividing the Conversion Price in effect immediately prior
        to such calculation by the sum of (x) one and (y) the Attributable Value
        divided by 975,000; PROVIDED that the Attributable Value is greater than
        zero; and PROVIDED FURTHER that the Conversion Price shall at no time be
        reduced to an amount less than the Initial Conversion Price, as adjusted
        according to Sections 5(c)(ii), (iv) and (v), divided by four. As used
        herein the term "Attributable Value" shall have the meaning as such term
        is described in that certain Stock Purchase Agreement between the
        Corporation and The Beall Living Trust dated as of March 31, 1999.

                (ii) STOCK DIVIDENDS, SUBDIVISIONS, RECLASSIFICATIONS OR
        COMBINATIONS. If the Corporation shall (i) declare a dividend or make a
        distribution on its Common Stock in shares of its Common Stock, (ii)
        subdivide or reclassify the outstanding shares of Common Stock into a
        greater number of shares, or (iii) combine or reclassify the outstanding
        Common Stock into a smaller number of shares, the Conversion Price in
        effect at the time of the record date for such dividend or distribution
        or the effective date of such subdivision, combination or
        reclassification shall be proportionately adjusted so that the holder of
        any shares of Series A Preferred Stock surrendered for conversion after
        such date shall be entitled to receive the number of shares of Common
        Stock which he would have owned or been entitled to receive had such
        shares of the Series A Preferred Stock been converted immediately prior
        to such date. Successive adjustments in the Conversion Price shall be
        made whenever any event specified above shall occur.

                (iii) OTHER DISTRIBUTIONS. In case the Corporation shall fix a
        record date for the making of a distribution to all holders of shares of
        its Common Stock (i) of shares of any class other than its Common Stock
        or (ii) of evidences of indebtedness of the Corporation or any
        subsidiary or (iii) of assets (including cash but excluding dividends or
        distributions referred to in subparagraph 5(c)(ii) above), or (iv) of
        rights or warrants, in each case the Conversion Price in effect
        immediately prior thereto shall be reduced immediately thereafter to the
        price determined by dividing (1) an amount equal


                                     -4-

<PAGE>

        to the difference resulting from (A) the number of shares of Common
        Stock outstanding on such record date multiplied by the Conversion Price
        per share on such record date, less (B) the fair market value (as
        determined by the Board, whose determination shall be conclusive) of
        said shares or evidences of indebtedness or assets or rights or warrants
        to be so distributed, by (2) the sum of the number of shares of Common
        Stock outstanding on such record date.  Such adjustment shall be made
        successively whenever such a record date is fixed. In the event that
        such distribution is not so made, the Conversion Price then in effect
        shall be readjusted, effective as of the date when the Board determines
        not to distribute such shares, evidences of indebtedness, assets, rights
        or warrants, as the case may be, to the Conversion Price which would
        then be in effect if such record date had not been fixed.

                (iv) ROUNDING OF CALCULATIONS; MINIMUM ADJUSTMENT.  All
        calculations under this subparagraph 5(c) shall be made to the nearest
        cent or to the nearest one hundredth (1/100th) of a share, as the case
        may be. Any provision of this Paragraph 5 to the contrary
        notwithstanding, no adjustment in the Conversion Price shall be made if
        the amount of such adjustment would be less than $0.001; but any such
        amount shall be carried forward and an adjustment with respect thereto
        shall be made at the time of and together with any subsequent adjustment
        which, together with such amount and any other amount or amounts so
        carried forward, shall aggregate $0.001 of more.

                (v) TIMING OF ISSUANCE OF ADDITIONAL COMMON STOCK UPON CERTAIN
        ADJUSTMENTS. In any case in which the provisions of this subparagraph
        5(c) shall require that an adjustment shall become effective immediately
        after a record date for an event, the Corporation may defer until the
        occurrence of such event (A) issuing to the holder of any share of the
        Series A Preferred Stock converted after such record date and before the
        occurrence of such event the additional shares of Common Stock issuable
        upon such conversion by reason of the adjustment required by such event
        over and above the shares of Common Stock issuable upon such conversion
        before giving effect to such adjustment and (B) paying to such holder
        any amount of cash in lieu of a fractional share of Common Stock
        pursuant to subparagraph 5(db); PROVIDED that the Corporation upon
        request shall deliver to such holder a due bill or other appropriate
        instrument evidencing such holder's right to receive such additional
        shares, and such cash, upon the occurrence of the event requiring such
        adjustment.

        (d) FRACTIONAL SHARES. No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Series A Preferred Stock.  If
more than one share of the Series A Preferred Stock shall be surrendered for
conversion at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis
of the aggregate number of shares of the Series A Preferred Stock so
surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of the Series A Preferred
Stock, the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to that fractional interest of the
then Current Market Price, as defined in subparagraph 5(e) below.

        (e) CURRENT MARKET PRICE. The Current Market Price at any date shall
mean, in the event the Common Stock is publicly traded, the average of the
daily closing prices per share of Common Stock for ten (10) consecutive
trading days ending three (3) trading days before such date (as adjusted for
any stock dividend, split combination or reclassification that took effect
during such 10 trading day period). The closing price for each day shall be
the last reported sale price regular way or, in case no such reported sale
takes place on such day, the average of the last closing bid and asked prices
regular way, in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading; or if not listed or
admitted to trading on any national securities exchange, the closing sale
price for such day reported by Nasdaq, if the Common Stock is traded
over-the-counter and quoted in the National Market System, or if the Common

                                     -5-

<PAGE>

Stock is so traded, but not so quoted, the average of the closing reported bid
and asked prices of the Common Stock as reported by Nasdaq or any comparable
system, or, if the Common Stock is not listed on Nasdaq or any comparable
system, the average of the closing bid and asked prices as furnished by two
members of the National Association of Securities Dealers, Inc. selected from
time to time by the Corporation for that purpose. If the Common Stock is not
traded in such manner that the quotations referred to above are available for
the period required hereunder, Current Market Price per share of Common Stock
shall be deemed to be the fair value per share of Common Stock as determined
in good faith by the Board of Directors, irrespective of any accounting
treatment.

        (f) STATEMENT REGARDING ADJUSTMENTS. Whenever the Conversion Price
shall be adjusted as provided in subparagraph 5(c), the Corporation shall
forthwith file, at the principal office of the Corporation, a statement
showing in detail the facts requiring such adjustment and the Conversion
Price that shall be in effect after such adjustment, and the Corporation
shall also cause a copy of such statement to be sent by mail, first class
postage prepaid, to each holder of shares of the Series A Preferred Stock at
its address appearing on the Corporation's records. Each such statement shall
be signed by the Corporation's chief financial officer. Where appropriate,
such copy may be given in advance and may be included as part of a notice
required to be mailed under the provisions of subparagraph 5(g).

        (g) NOTICE TO HOLDERS. In the event the Corporation shall propose to
take any action of the type described in clause (i) (but only if the action
of the type described in clause (i) would result in an adjustment in the
Conversion Price), (ii) or (iii) of subparagraph 5(c), or described in
subparagraph 5(k), the Corporation shall give notice to each holder of shares
of the Series A Preferred Stock, in the manner set forth in subparagraph
5(g), which notice shall specify the record date, if any, with respect to any
such action and the approximate date on which such action is to take place.
Such notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect on the Conversion Price and the
number, kind or class of shares or other securities or property which shall
be deliverable upon conversion of shares of the Series A Preferred Stock.  In
the case of any action which would require the fixing of a record date, such
notice shall be given at least ten (10) days prior to the date so fixed, and
in case of all other action, such notice shall be given at least fifteen (15)
days prior to the taking of such proposed action. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of
any such action.

        (h) MECHANICS OF CONVERSION. The holder of any shares of the Series A
Preferred Stock may exercise the conversion right specified in subparagraph
5(a) by surrendering to the Corporation the certificate or certificates
representing the shares of the Series A Preferred Stock to be converted,
accompanied by written notice specifying the number of such shares to be
converted. If the certificate representing shares of Common Stock issuable
upon conversion of shares of the Series A Preferred Stock is to be issued in
a name other than the name on the face of the certificate representing such
shares of the Series A Preferred Stock, such certificate shall be accompanied
by such evidence of the assignment and such evidence of the signatory's
authority with respect thereto as deemed appropriate by the Corporation and
such certificate shall be endorsed directly or through stock powers to the
Corporation or in blank.  Conversion shall be deemed to have been effected on
the date when delivery of notice of an election to convert pursuant to
subparagraph 5(a) and of certificates representing the shares being converted
is made (the "Conversion Date").  As promptly as practicable after the
Conversion Date, the Corporation shall issue and deliver to or upon the
written order of such holder a certificate or certificates for the number of
full shares of Common Stock to which such holder is entitled upon such
conversion. The person in whose name the certificate or certificates for
Common Stock are to be issued shall be deemed to have become a holder of
record of such Common Stock on the applicable Conversion Date. Upon
conversion of only a portion of the number of shares covered by a certificate
representing shares of Series A Preferred Stock surrendered for conversion,
the Corporation shall issue and deliver to or upon the

                                      -6-

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written order of the holder of the certificate so surrendered for conversion, at
the expense of the Corporation, a new certificate representing the number of
shares of the Series A Preferred Stock representing the unconverted portion of
the certificate so surrendered. The Corporation shall pay on any Conversion Date
all accrued and unpaid dividends (including any accrued but unpaid dividends
thereon) to and including such date on all shares of Series A Preferred Stock to
be so converted.

        (i) TREASURY STOCK. For the purposes of this Paragraph 5, the sale or
other disposition of any Common Stock theretofore held in the Corporation's
treasury shall be deemed to be an issuance thereof.

        (j) COSTS. The Corporation shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance of delivery of shares of
Common Stock upon conversion of any shares of the Series A Preferred Stock,
PROVIDED that the Corporation shall not be required to pay any federal or state
income taxes or other taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such shares in a
name other than that of the holder of the shares of the Series A Preferred Stock
in respect of which such shares are being issued.

        (k) CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE. In case of any
consolidation with or merger of the Corporation with or into another corporation
or other entity, or in case of any sale, lease or conveyance to another
corporation or other entity of the assets of the Corporation as an entirety or
substantially as an entirety, each share of the Series A Preferred Stock shall
after the date of such consolidation, merger, sale, lease or conveyance be
convertible into the number of shares of stock or other securities or property
(including cash) to which the Common Stock issuable (at the time of such
consolidation, merger, sale, lease or conveyance, as if the Series A Preferred
Stock were then optionally convertible or mandatorily convertible, as the case
may be) upon conversion of such share of the Series A Preferred Stock would have
been entitled upon such consolidation, merger, sale, lease or conveyance; and in
any such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the holders of the shares of the Series A
Preferred Stock (including without limitation the definition of Current Market
Price) shall be appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any shares of stock or other securities or property thereafter
deliverable on the conversion of the shares of the Series A Preferred Stock.

6.      VOTING RIGHTS.

        So long as any shares of Series A Preferred Stock remain outstanding,
the Corporation shall not, without the affirmative consent or approval of the
holders of shares representing at least 50% of the voting power of the Series A
Preferred Stock then outstanding, acting separately as one class: (i) amend,
alter or repeal (whether by merger, consolidation or otherwise) any of the
provisions of this Certificate of Designation or the Certificate of
Incorporation or the Bylaws of the Corporation, (ii) authorize or issue any
Senior Stock or Parity Stock; (iii) sell, lease or convey all, or substantially
all, of the assets of the Corporation; (iv) consummate any merger or
consolidation of the Corporation with any other entity, or (v) make any
Restricted Payment.

7.      EXCLUSION OF OTHER RIGHTS.

        Except as may otherwise be required by law, the shares of Series A
Preferred Stock shall not have any voting rights, preferences or relative,
participating, optional or other special rights, other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time) and in the Corporation's Certificate of Incorporation.


                                     -7-

<PAGE>

8.      HEADINGS OF SUBDIVISIONS.

        The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

9.      SEVERABILITY OF PROVISIONS.

        If any right, preference or limitation of the Series A Preferred Stock
set forth in this resolution (as such resolution may be amended from time to
time) is invalid, unlawful or incapable of being enforced by reason of any rule
of law or public policy, all other rights, preferences and limitations set forth
in this resolution (as so amended) which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

10.     STATUS OF REACQUIRED SHARES.

        Shares of Series A Preferred Stock which have been issued and reacquired
in any manner shall (upon compliance with any applicable provisions of the laws
of the State of Delaware) have the status of authorized and unissued shares of
Preferred Stock issuable in series undesignated as to series and may be
redesignated and reissued.


        IN WITNESS WHEREOF, this Certificate has been duly executed by the
undersigned President and Secretary of the Corporation this 31 day of March
1999.

                                            FIRST SEISMIC CORPORATION


                                            By:  /s/ Rogers Z. Beall
                                               -------------------------------
                                               Chairman and President
                                               -------------------------------

ATTEST:


/s/ W WALNE III
----------------------------------
Walter H. Walne, III
Secretary


                                     -8-