GRILL CONCEPTS, INC.
                           CERTIFICATE OF DESIGNATIONS
                                       OF
                      SERIES II CONVERTIBLE PREFERRED STOCK


     The  undersigned,  Robert  Spivak,  President  of GRILL  CONCEPTS,  INC., a
Delaware corporation (the "Corporation"),  acting pursuant to Section 151 of the
General Corporation Law of the State of Delaware,  DOES HEREBY CERTIFY that at a
meeting of the Board of Directors of the  Corporation  duly convened and held on
June 6, 1997 the following resolution was adopted:

          RESOLVED,  that  pursuant  to  Article  Fourth  of  the  Corporation's
     Certificate of Incorporation relating to the shares of the Corporation, the
     Board of  Directors  hereby  authorizes,  fixes  and  creates  a series  of
     Preferred  Stock, par value $.001 per share,  having the following  powers,
     preferences, designations, rights and other characteristics:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated  as  "Series  II  Convertible   Preferred  Stock"  (the  "Convertible
Preferred  Stock")  and  the  number  of  shares  constituting  the  Convertible
Preferred  Stock  shall be 500.  Such  number  of  shares  may be  decreased  by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the number of shares of  Convertible  Preferred  Stock to a number less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Convertible Preferred Stock.

     Section 2. Conversion Rights.

     a. Right to  Convert.  Each  share of  Convertible  Preferred  Stock may be
converted at the option of the holder thereof  commencing one year following the
date on which the  Convertible  Preferred  Stock was first issued (the "Original
Issuance  Date")  and  without  the  payment  of  any  additional  consideration
therefor,  into the number of fully paid,  nonassessable shares of common stock,
$.00001  par value per share,  of the  Corporation  (the  "Common  Stock") as is
determined by dividing $1,000 (the "Original Issue Price") by the greater of (i)
$1.00,  or (ii) 75% of the average  closing price (the  "Closing  Price") of the
Corporation's  Common Stock for the five (5) trading days  immediately  prior to
the Date of Conversion,  as defined below in Section 2.b., as reported on Nasdaq
(the "Conversion Price").  Notwithstanding the foregoing,  in no event shall the
Conversion Price exceed $2.50 per share.

     b. Mechanics of Conversion.  No fractional  shares of Common Stock shall be
issued upon conversion of Convertible Preferred Stock. In lieu of any fractional
share to which the holder would  otherwise be entitled,  the  Corporation  shall
round up to the nearest whole share. In order to convert  Convertible  Preferred


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Stock into shares of Common Stock, the holder shall surrender the certificate or
certificates  thereof,  duly  endorsed,  either by overnight  courier or two-day
courier,  to the  office of the  Corporation  or of any  transfer  agent for the
Convertible Preferred Stock, and shall give written notice to the Corporation at
such office that the holder elects to convert the same,  the number of shares of
Convertible  Preferred  Stock so  converted  and the  number of shares of Common
Stock to be issued on conversion;  provided, however, that the Corporation shall
not be obligated to honor any conversion notice covering less than 100 shares of
Convertible  Preferred Stock unless such conversion  notice covers all shares of
Convertible  Preferred  Stock then  outstanding.  The  Corporation  shall not be
obligated to issue certificates  evidencing shares of Common Stock issuable upon
such  conversion  unless  certificates  evidencing  such  shares of  Convertible
Preferred  Stock are  delivered  to the  Corporation  or its  transfer  agent as
provided  above,  or the holder  notifies the  Corporation or its transfer agent
that such  certificates  have been lost,  stolen or  destroyed  and  executes an
agreement  satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates.

     The  Corporation  shall use its best  efforts to issue and  deliver  within
three (3) business days after delivery to the  Corporation  of such  Convertible
Preferred Stock certificates,  or after such agreement and  indemnification,  to
such holder of Convertible  Preferred  Stock at the address of the holder on the
stock books of the Corporation,  a certificate or certificates for the number of
shares of Common Stock to which the holder shall be entitled as  aforesaid.  The
date on which notice of conversion is given (the "Date of Conversion")  shall be
deemed  to be the date set  forth in such  notice  of  conversion  provided  the
original  shares of Convertible  Preferred Stock to be converted are received by
the  Corporation  or the transfer  agent,  as the case may be,  within three (3)
business  days  thereafter  and the person or persons  entitled  to receive  the
shares of Common Stock  issuable upon such  conversion  shall be treated for all
purposes as the record  holder or holders of such shares of Common  Stock on the
Date of Conversion.  If the original shares of Convertible Preferred Stock to be
converted are not received by the transfer  agent within three (3) business days
after the Date of  Conversion,  the notice of  conversion  shall become null and
void.

     Unless (i) the  shares of Common  Stock  issuable  upon  conversion  of the
Convertible  Preferred  Stock  (the  "Conversion  Shares")  and/or the shares of
Common  Stock  issuable as  dividends on the  Convertible  Preferred  Stock (the
"Dividend  Shares") have been held long enough to satisfy the holding period set
forth in, and the holder  otherwise meets the  requirements  of, Rule 144(k) (or
any  successor  provision)  promulgated  under the  Securities  Act of 1933 (the
"Securities  Act"), (ii) such shares become freely tradeable pursuant to another
exemption  under the Securities  Act, or (iii) the converting  holder  purchased
such shares  pursuant to a current  prospectus  under an effective  registration
statement  covering the purchase  and sale of such  shares,  the  certificate(s)
representing  the  Conversion  Shares  and the  Dividend  Shares  will  bear the
following legend:


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<PAGE>

     THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES  ACT OF 1933, AS AMENDED.  THE SHARES HAVE BEEN ACQUIRED FOR
     INVESTMENT  AND MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
     EITHER AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THESE  SHARES  UNDER THE
     SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR AN  OPINION  OF  COUNSEL  THAT
     REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

     Section  3.  Dividend  Provisions.  The  holders  of shares of  Convertible
Preferred  Stock shall be entitled to receive,  in  preference to the holders of
Common Stock or any other junior stock, a cumulative  annual dividend payment of
$100  per  share of  Convertible  Preferred  Stock  held  (as  adjusted  for any
reclassification,    stock   dividends,   combinations,   splits   and   similar
recapitalization  affecting  such  shares).  Dividends  are  payable  only  upon
conversion of the  Convertible  Preferred Stock pursuant to Section 2 hereof and
are payable  either (i) in shares of Common Stock,  with the number of shares of
Common  Stock so payable to be  determined  by  dividing  the  accrued  dividend
payable by the Conversion  Price in effect on the Date of Conversion and rounded
up to the nearest full share, or (ii) in cash, at the option of the Corporation.
Dividends on the shares of Convertible Preferred Stock shall accumulate from the
date the  Convertible  Preferred  Stock  was  initially  issued  (the  "Original
Issuance  Date")  through the Date of Conversion on the basis of a calendar year
consisting of twelve (12) months each consisting of thirty (30) days.  Dividends
shall  payable  in  cash  only  out of the  assets  of the  Corporation  legally
available for the payment thereof.

     Section 4. Corporate Events.

     a.  Notices  of Record  Date.  In the event of (i) any  declaration  by the
Corporation  of a record date of the holders of any class of securities  for the
purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  or  other  distribution  or (ii)  any  capital  reorganization  of the
Corporation,  any  reclassification  or recapitalization of the capital stock of
the  Corporation,  any merger or  consolidation of the Corporation and any other
entity or person,  or any voluntary or involuntary  dissolution,  liquidation or
winding up of the  Corporation,  the  Corporation  shall mail to each  holder of
Convertible  Preferred Stock at least 10 days prior to the record date specified
herein, a notice  specifying (A) the date on which any such record date is to be
declared for the purpose of such dividend or  distribution  and a description of
such dividend or  distribution,  (B) the date on which any such  reorganization,
reclassification,  transfer, consolidation,  merger, dissolution, liquidation or
winding up is expected to become effective, and (C) the time, if any, that is to
be fixed, as to when the holders of record of Common Stock (or other securities)
become eligible to receive  securities or other property  deliverable  upon such
reorganization,  reclassification,  transfer, consolidation, merger, dissolution
or winding up.



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<PAGE>
     b. Corporate Changes. The Conversion Price shall be appropriately  adjusted
to reflect any stock  dividend,  stock split or share  combination of the Common
Stock.  In the event of a merger,  reorganization,  recapitalization  or similar
event of or with respect to the Corporation (a "Corporate Change") (other than a
Corporate Change in which all or substantially all of the consideration received
by the holders of the Company's  equity  securities  upon such Corporate  Change
consists of cash or assets other than securities  issued by the acquiring entity
or any  affiliate  thereof  and  as to  which  the  holders  of the  Convertible
Preferred  Stock have  received  prior  notice  pursuant  to  Section  4.a.) the
Convertible  Preferred  Stock  shall be  assumed  by the  acquiring  entity  and
thereafter the Convertible  Preferred Stock shall be convertible into such class
and  type of  securities  as the  Holder  would  have  received  had the  Holder
converted the Convertible  Preferred Stock  immediately  prior to such Corporate
Change, as appropriately  adjusted to equitably reflect the Conversion Price and
any stock dividend,  stock split or share  combination of the Common Stock after
such corporate event.

     Section 5. Reservation of Stock Issuable Upon  Conversion.  The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of the
shares of Convertible Preferred Stock, such number of its shares of Common Stock
as shall from time to time be  sufficient  to effect the  conversion of all then
outstanding shares of Convertible Preferred Stock; and if at any time the number
of  authorized  but unissued  shares of Common Stock shall not be  sufficient to
affect  the  conversion  of all  then  outstanding  shares  of  the  Convertible
Preferred  Stock,  the  Corporation  will take such  corporate  action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose.

     Section 6.  Redemption.  The  Corporation  shall have the right but not the
obligation to redeem,  in part or in whole, any shares of Convertible  Preferred
Stock  remaining  outstanding  on or after the  second  anniversary  date of the
Original  Issuance  Date at a  redemption  price of $1,000  per  share  plus any
accrued  but  unpaid  dividends  (the  "Redemption  Price").  In the  event  the
Corporation  elects  to  redeem  part  or  all  of  the  outstanding  shares  of
Convertible  Preferred Stock, the Corporation  shall provide a written notice of
such intent to the holders of the Convertible  Preferred Stock at least ten (10)
days in advance of the date set for redemption  (the  "Redemption  Date").  Such
notice shall set forth the Redemption Date, the number of shares to be redeemed,
the  Redemption  Price,  the time,  place and  manner of  delivery  of funds and
certificates  evidencing  the shares to be  redeemed  and the  procedures  to be
followed to collect the Redemption  Price.  The holders' right to convert shares
of  Convertible  Preferred  Stock to be redeemed  shall  terminate  at 5:00 P.M.
Pacific time on the business day immediately preceding the Redemption Date.



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<PAGE>
     Section 7. Liquidation Preference.

     a. In the  event of any  liquidation,  dissolution,  or  winding  up of the
Corporation,   either  voluntary  or  involuntary,  the  holders  of  shares  of
Convertible  Preferred  Stock shall be entitled  to receive,  immediately  after
distributions of senior securities required by the Corporation's  Certificate of
Incorporation,  as amended,  and prior and in preference to any  distribution to
junior securities but in parity with any distribution to parity  securities,  an
amount  per  share  equal to the  Original  Issue  Price  (as  adjusted  for any
reclassification,    stock   dividends,   combinations,   splits   and   similar
recapitalization  affecting  such shares) plus  accrued  dividends.  If upon the
occurrence of such event the assets and funds thus distributed among the holders
of the Convertible  Preferred Stock and parity  securities shall be insufficient
to permit the payment to such  holders of the full  preferential  amounts due to
the  holders  of the  Convertible  Preferred  Stock and the  parity  securities,
respectively,  then the  entire  assets  and  funds of the  Corporation  legally
available  for  distribution  shall be  distributed  among  the  holders  of the
Convertible  Preferred Stock and the parity  securities,  pro rata, based on the
respective  liquidation amounts to which such series of stock is entitled by the
Corporations's Certificate of Incorporation, as amended.

     b. Upon the completion of the distribution  required by subsection 7.a., if
assets  remain in this  Corporation,  they  shall be  distributed  to holders of
parity   securities   (unless   holders  of  parity   securities  have  received
distributions  pursuant  to  subsection  7.a.  above) and junior  securities  in
accordance with the Corporation's Certificate of Incorporation, as amended.

     c. A  consolidation  or  merger of the  Corporation  with or into any other
corporation or  corporations,  or a sale,  conveyance or  distribution of all or
substantially  all of the assets of the  Corporation or the  effectuation by the
Corporation  of a transaction  or series of related  transactions  in which more
than 50% of the voting  power of the  Corporation  is disposed  of, shall not be
deemed to be a liquidation, dissolution or winding up within the meaning of this
Section 7, but shall instead be treated pursuant to Section 4 hereof.

     Section 8. Voting Rights.  The holders of Convertible  Preferred Stock will
not have any voting rights  except as set forth below or as otherwise  from time
to time  required by law. The  affirmative  vote or consent of the holders of at
least a majority  of the  outstanding  shares of  Convertible  Preferred  Stock,
voting separately as a class,  will be required for an amendment,  alteration or
repeal  of  the  Corporation's   Certificate  of  Incorporation  (including  any
certificate  of  designation  of  preferences)  if, and only if, the  amendment,
alteration or repeal adversely affects the powers, preferences or special rights
of the Convertible Preferred Stock.



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<PAGE>
     To the  extent  that  under  Delaware  law the  vote of the  holder  of the
Convertible  Preferred  Stock,  voting  separately  as a class,  is  required to
authorize a given action of the Corporation,  the affirmative vote or consent of
the holders of at least a majority of the outstanding  shares of the Convertible
Preferred  Stock shall  constitute the approval of such action by the class.  To
the extent  that under  Delaware  law the holders of the  Convertible  Preferred
Stock are  entitled to vote on a matter  with  holders of Common  stock,  voting
together  as one  class,  each share of  Convertible  Preferred  Stock  shall be
entitled to a number of votes equal to the number of shares of Common Stock into
which it is then  convertible  using the record date for the taking of such vote
of  stockholders  as the date as of which the  Conversion  Price is  calculated.
Holders of the  Convertible  Preferred  Stock shall be entitled to notice of all
shareholders  meetings or written  consents  with respect to which they would be
entitled to vote, which notice would be provided  pursuant to the  Corporation's
by-laws and applicable statutes.

     Notwithstanding the foregoing,  if, at any time while shares of Convertible
Preferred Stock are outstanding, Mr. Lew Wolff should provide written request of
such,  the  Corporation  shall use its best  efforts to nominate  Mr.  Wolff for
election  as a  director  of the  Corporation  at the next  annual  shareholders
meeting of the Corporation and shall recommend such election to its shareholders
and, in the event a vacancy occurs on the Board of Directors of the  Corporation
prior to the election of Mr. Wolff, the  Corporation's  Board of Directors shall
appoint  Mr.  Wolff to fill any such  vacancy.  Until such time as Mr.  Wolff is
elected as a director of the Corporation,  Mr. Wolff shall be entitled to notice
of all meetings of the Corporation's  Board of Directors and may attend any such
meetings as a non-voting advisory director.

     Section 9. Registration Rights.

     a. Demand  Registration  Rights. The Corporation  covenants and agrees with
the Holders of the Convertible  Preferred Stock,  Conversion  Shares or Dividend
Shares (the  "Registrable  Securities")  that,  subject to the  availability  of
audited  financial  statements  which would comply with Regulation S-X under the
Securities  Act and provided that the holders have not previously had the option
of  including  all of the  Registrable  Securities  in  one  or  more  Piggyback
Registrations  pursuant  to  Section  8.b.,  upon  written  request  of the then
Holder(s) of at least a majority of the Registrable  Securities made at any time
within the period commencing three (3) years and ending five (5) years after the
Original  Issuance  Date, the  Corporation  will file as promptly as practicable
and, in any event, within sixty (60) days after receipt of such written request,
at its expense  (other than the fees of counsel and sales  commissions  for such
Holders),  no more than once, a post-effective  amendment (the "Amendment") to a
registration statement or a new registration statement under the Securities Act,
registering or qualifying the  Registrable  Securities for sale.  Within fifteen



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<PAGE>
(15) days after receiving any such notice,  the Corporation shall give notice to
the other  Holders of the  Registrable  Securities,  if any,  advising  that the
Corporation  is proceeding  with such  Amendment or  registration  statement and
offering to include  therein the  Registrable  Securities of such  Holders.  The
Corporation  shall not be obligated  to any such other Holder  unless such other
Holder  shall accept such offer by notice in writing to the  Corporation  within
ten (10) days thereafter. The Corporation will use its best efforts, through its
officers, directors, auditors and counsel in all matters necessary or advisable,
to file and cause to become  effective such Amendment or registration  statement
as promptly as practicable and for a period of nine months thereafter to reflect
in the  Amendment  or  registration  statement  financial  statements  which are
prepared in accordance with Section 10(a)(3) of the Securities Act and any facts
or  events  arising  that,  individually,  or  in  the  aggregate,  represent  a
fundamental and/or material change in the information set forth in the Amendment
or registration statement to enable any Holders of the Registrable Securities to
sell such  Securities  during said nine-month  period.  The Holders may sell the
Registrable  Securities  pursuant to the  Amendment  or  registration  statement
without converting the Convertible Preferred Stock. If any registration pursuant
to this paragraph 8.a. is an underwritten offering, the Holders of a majority of
the Registrable Securities to be included in such registration shall be entitled
to select the  underwriter or managing  underwriter (in the case of a syndicated
offering) of such offering,  subject to the  Corporation's  approval which shall
not be unreasonably withheld.

     b. Piggyback Registration Rights. The Corporation covenants and agrees with
any holder of the Convertible  Preferred  Stock,  Conversion  Shares or Dividend
Shares  (the  "Registrable  Securities")  that if, at any time within the period
commencing  one year and ending five years from the Original  Issuance  Date, it
proposes to file a registration statement with respect to any class of equity or
equity-related  security  (other  than in  connection  with an  offering  to the
Company's  employees or in  connection  with an  acquisition,  merger or similar
transaction) under the Securities Act in a primary registration on behalf of the
Corporation  and/or in a  secondary  registration  on behalf of  holders of such
securities and the registration  form to be used may be used for registration of
the  Registrable  Securities,  the  Corporation  will give prompt written notice
(which,  in the case of a  registration  statement  pursuant to the  exercise of
demand  registration  rights  shall be within ten (10)  business  days after the
Corporation's  receipt of notice of such exercise and, in any event, shall be at
least 30 days prior to such filing) to the holders of Registrable  Securities at
the addresses  appearing on the records of the  Corporation  of its intention to
file a  registration  statement  and will offer to include in such  registration



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<PAGE>
statement all, but not less than 20% of the Registrable  Securities,  subject to
paragraphs i and ii of this Section 9.b., such number of Registrable  Securities
with  respect  to which  the  Corporation  has  received  written  requests  for
inclusion  therein  within  ten (10)  days  after  the  giving  of notice by the
Corporation.  All  registrations  requested  pursuant to this  Section  9.b. are
referred to herein as "Piggyback  Registrations".  All  Piggyback  Registrations
pursuant  to this  Section 9 will be made solely at the  Corporation's  expense.
This  Section  is  not  applicable  to a  registration  statement  filed  by the
Corporation on Forms S-4 or S-8 or any successor forms.

          i.  Priority on Primary  Registrations.  If a  Piggyback  Registration
     includes an underwritten  primary registration on behalf of the Corporation
     and the  underwriter(s)  for such  offering  determines  in good  faith and
     advises the Corporation in writing that in its/their  opinion the number of
     Registrable  Securities  requested  to be  included  in  such  registration
     exceeds the number  that can be sold in such  offering  without  materially
     adversely affecting the distribution of such securities by the Corporation,
     the Corporation will include in such registration (A) first, the securities
     that the  Corporation  proposes  to sell and (B)  second,  the  Registrable
     Securities  requested to be included in such registration,  apportioned pro
     rata among the holders of the  Registrable  Securities and holders of other
     securities requesting registration.

          ii. Priority on Secondary  Registrations.  If a Piggyback Registration
     consists  only of an  underwritten  secondary  registration  on  behalf  of
     holders of securities of the Corporation,  and the  underwriter(s) for such
     offering  advises the Corporation in writing that in its/their  opinion the
     number  of  Registrable   Securities  requested  to  be  included  in  such
     registration  exceeds the number which can be sold in such offering without
     materially  adversely  affecting the distribution of such  securities,  the
     Corporation  will include in such  registration  (A) first,  the securities
     requested  to  be  included   therein  by  the  holders   requesting   such
     registration,  and (B) second, the Registrable  Securities  requested to be
     included in such  registration and securities of holder of other securities
     requested to be included in such registration statement, pro rata among all
     such holders on the basis of the number of shares  requested to be included
     by each such holder,  provided,  however, the Corporation will use its best
     efforts to include not less than 20% of the Registrable Securities.

     Notwithstanding  the foregoing,  if any such underwriter shall determine in
good faith and advise the  Corporation in writing that the  distribution  of the
Registrable Securities requested to be included in the registration concurrently
with  the  securities  being  registered  by the  Corporation  would  materially
adversely affect the  distribution of such securities by the  Corporation,  then
the holders of such  Registrable  Securities shall delay their offering and sale
for such period  ending on the earliest of (1) 90 days  following  the effective
date of the  Corporation's  registration  statement,  (2) the day upon which the
underwriting  syndicate, if any, for such offering shall have been disbanded or,
(3)  such  date  as  the  Corporation,   managing  underwriter  and  holders  of
Registrable  Securities  shall otherwise  agree. In the event of such delay, the
Corporation shall file such supplements,  post-effective amendments and take any
such  other  steps as may be  necessary  to permit  such  holders  to make their



                                       8
<PAGE>
proposed  offering and sale for a period of 120 days  immediately  following the
end of any such period of delay. If any party  disapproves the terms of any such
underwriting,  it may  elect to  withdraw  therefrom  by  written  notice to the
Corporation, the underwriter, and the holder. Notwithstanding the foregoing, the
Corporation  shall not be required to file a  registration  statement to include
shares   pursuant  to  this  Section  9  if  independent   counsel,   reasonably
satisfactory to the Corporation,  renders an opinion to the Corporation that the
Registrable Securities proposed to be disposed of may be transferred pursuant to
the  provisions  of Rule 144  under  the  Securities  Act or  otherwise  without
registration under the Securities Act.

     c. Action to be  Undertaken  by the  Corporation.  In  connection  with the
registration of Registrable Securities hereunder,  the Corporation agrees to (i)
bear the expenses of any registration; provided, however, that in no event shall
the  Corporation be obligated to pay (A) any fees and  disbursements  of special
counsel for holders of Registrable Securities, (B) any underwriters' discount or
commission in respect of such Registrable Securities, and (C) any stock transfer
taxes attributable to the sale of the Registrable Securities;  (ii) use its best
efforts to  register  or qualify the  Registrable  Securities  for offer or sale
under  state  securities  or Blue Sky laws of such  jurisdictions  in which such
holders shall reasonably request, provided, however, that no qualification shall
be required in any  jurisdiction  where,  as a result  thereof,  the Corporation
would be  subject to service  of  general  process or to  taxation  as a foreign
corporation doing business in such jurisdiction to which it is not then subject;
and (iii) enter into a cross-indemnity  agreement,  in customary form, with each
underwriter, if any, and each holder of securities included in such registration
statement.

     d. Action to be Taken by the Holders.  The Corporation's  obligations under
this Section 9 shall be conditioned  upon a timely receipt by the Corporation in
writing of: (i) information as to the terms of such public offering furnished by
or on behalf of each holder of Registrable Securities intending to make a public
offering  of  his,  her or its  Registrable  Securities,  and  (ii)  such  other
information as the Corporation may reasonably require from such holders,  or any
underwriter for any of them, for inclusion in such registration statement.

     Section  10.  Protective  Provisions.  So long  as  shares  of  Convertible
Preferred Stock are outstanding,  the Corporation shall not take any action that
would impair the rights of the holders of the  Convertible  Preferred  Stock set
forth  herein and shall not without  first  obtaining  the  approval (by vote or
written  consent,  as  provided by law) of the holders of at least a majority of
the then outstanding shares of Convertible Preferred Stock:

     a. alter or change the rights,  preferences  or privileges of the shares of
the  Convertible  Preferred  Stock  or  any  other  securities  so as to  affect
adversely the Convertible Preferred Stock;

     b.  create any new class or series of stock  having a  preference  over the
Convertible Preferred Stock with respect to distributions  pursuant to Section 7
above;



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<PAGE>
     c. do any act or thing  which  would  result in  taxation of the holders of
shares of the  Convertible  Preferred  Stock under  Section 305 of the  Internal
Revenue Code of 1986,  as amended (or any  comparable  provision of the Internal
Revenue code as hereinafter from time to time amended);

     d. redeem,  repurchase or pay any distribution with respect to any class of
securities of the Corporation ranking junior to the Convertible  Preferred Stock
or redeem or  repurchase  any  shares  of Series A  Preferred  Stock or Series B
Preferred Stock; or

     e. reissue any shares of the Convertible  Preferred Stock after such shares
have previously been converted, redeemed or repurchased.

     Section 11. Miscellaneous.  The Convertible Preferred Stock shall rank pari
passu with the Series A Preferred  Stock,  Series B Preferred Stock and Series I
Preferred  Stock of the  Corporation  with  respect to rights on  dividends  and
liquidation.

     IN WITNESS  WHEREOF,  I have executed this Certificate this day of June 20,
1997.


                                                By:  /s/ Robert Spivak
                                                   -----------------------------
                                                     President, Robert Spivak


ATTEST:


/s/ Michael Weinstock
--------------------------------
Secretary, Michael Weinstock


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