<PAGE>   1
                                                                     EXHIBIT 4.5


                           CERTIFICATE OF DESIGNATION
                                       OF
                RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS
                                       OF
                            SERIES C PREFERRED STOCK
                                       OF
                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)

         The undersigned, GREG GILBERT and GERALD FITCH, President and
Secretary, respectively, of STARTRONIX INTERNATIONAL INC., a Delaware
corporation (the "Corporation"), hereby certify in such capacities that:

         1.   They are the duly elected and acting President and Secretary,
respectively, of the Corporation.

         2.   Pursuant to authority given by the Corporation's Certificate of
Incorporation, the Board of Directors of the Corporation has duly adopted the
following recitals and resolutions:

              WHEREAS, the Certificate of Incorporation of the Corporation
         authorized the Corporation to issue up to Fifty Million (50,000,000)
         shares of $.001 par value Common Stock (the "Common Stock") issuable
         from time to time in one or more series; and

              WHEREAS, the Certificate of Incorporation of the Corporation also
         authorized the Corporation to issue up to Ten Million (10,000,000)
         shares of $.01 par value Preferred Stock (the "Preferred Stock")
         issuable from time to time in one or more series; and

              WHEREAS, the Board of Directors of the Corporation is authorized
         to fix the designations and the powers, privileges and rights, and
         qualifications, limitations or restrictions, of Preferred Stock and to
         fix the number of shares constituting any series thereof; and

              WHEREAS, the Corporation has designated Two Hundred Thousand
         (200,000) shares of Series B Preferred Stock and issued Ninety Thousand
         (90,000) shares of Series B Preferred Stock, all of which remain
         outstanding;

              WHEREAS, the Board of Directors of the Corporation desires,
         pursuant to its authority, to determine and fix the designations and
         the powers, privileges and rights, and the qualifications, limitations
         or restrictions, relating to a new series of Preferred Stock, as
         follows:
<PAGE>   2
              (a) DESIGNATION. The series of Preferred Stock designated hereby
         is designated "Series C Preferred Stock".

              (b) NUMBER; INITIAL ISSUANCE DATE. The number of shares
         constituting the Series C Preferred Stock is Four Hundred Thousand
         (400,000) shares. The term "Initial Issuance Date" means the date on
         which the initial shares of Series C Preferred Stock are issued.

              (c) DIVIDEND RIGHTS. The registered holders of outstanding shares
         of Series C Preferred Stock are entitled to receive cumulative
         dividends at the annual rate of sixty cents ($0.60) per share.
         Dividends shall accrue day by day whether or not declared or then due
         and payable. Any such dividend shall be payable only in shares of
         Common Stock of the Corporation, only upon the conversion of shares of
         Series C Preferred Stock into shares of Common Stock, and only with
         respect to such shares of Series C Preferred Stock as are then being
         converted. The number of shares of Common Stock to be issued as a
         dividend will be computed on the basis of the Conversion Price (as
         hereinafter defined). Dividends will be calculated on the basis of a
         365-day year and actual days elapsed from the Initial Issuance Date for
         so long as shares of Series C Preferred Stock shall be outstanding. At
         the discretion of the Corporation's Board of Directors, cash dividends
         may be declared and paid on shares of Series C Preferred Stock.
         Dividends may not be declared and paid on Common Stock of the
         Corporation for any period during which any shares of Series C
         Preferred Stock are issued and outstanding.

              (d) CONVERSION RIGHTS; MECHANICS OF CONVERSION. Each share of
         Series C Preferred Stock is convertible at the option of the registered
         holder thereof, at the office of the Corporation or its transfer agent,
         into such number of fully paid and non-assessable shares of Common
         Stock as will be determined by dividing the amount of $10.00 by the
         Conversion Price. The Conversion Price is defined as the lesser of (x)
         sixty-five percent (65%) of the Average Market Price for the five
         trading days immediately preceding the Initial Conversion Date (as
         hereinafter defined) or (y) seventy-five percent (75%) of the closing
         bid price on the trading day immediately preceding the Initial Issuance
         Date. "Average Market Price" means, as to any five trading day period,
         the closing bid price reported for the Common Stock of the Corporation
         on the OTC Bulletin Board for each trading day during such period, or,
         if the Common Stock is listed on an exchange, the average of the last
         reported sales price for such days on the principal exchange on which
         the Common Stock is listed. In the absence of any such last bid price,
         the Board of Directors of the Corporation shall determine the current
         market value of the Common Stock on the basis of such prices or
         quotations as

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<PAGE>   3
         it deems appropriate. In case of a dispute as to the calculation of the
         Conversion Price, the Corporation's calculation will be conclusive,
         absent manifest error.

              None of the Series C Preferred Stock is convertible prior to the
         date which is forty-one (41) days following the date upon which the
         Series C Preferred Stock was first offered to persons other than
         distributors in reliance upon Regulation S or the date of closing of
         the offering of the Series C Preferred Stock, as certified by a person
         serving in a capacity similar to that of the managing underwriter or
         placement agent for the offering (the "Initial Conversion Date"). Each
         record holder may convert up to one hundred percent (100%) of such
         holder's shares of Series C Preferred Stock on or after the Initial
         Conversion Date for such shares.

              Each share of Series C Preferred Stock then outstanding
         automatically will be converted into shares of Common Stock of the
         Corporation immediately upon the one-year anniversary of the Initial
         Issuance Date.

              No fractional shares of Common Stock will be issued upon the
         conversion of any shares of Series C Preferred Stock. In lieu of any
         fractional share to which the registered holder would otherwise be
         entitled upon any conversion, the Corporation shall pay to such holder
         in cash an amount equal to such fractional share multiplied by the
         Conversion Price.

              In order to convert shares of Series C Preferred Stock into full
         shares of Common Stock, the registered holder shall (i) fax a copy of
         the fully executed notice of conversion in the form annexed to the
         Subscription Agreement between the Corporation and the registered
         holder ("Notice of Conversion") to the Corporation at the office of the
         Corporation and of its designated Transfer Agent for the Common Stock
         that the registered holder elects to convert the same, which notice
         shall specify the number of shares of Series C Preferred Stock to be
         converted, the applicable conversion price and a calculation of the
         number of shares of Common Stock issuable upon such conversion
         (together with a copy of the first page of each certificate to be
         converted) prior to Midnight, New York City time (the "Conversion
         Notice Deadline") on the date of conversion specified on the Notice of
         Conversion and (ii) surrender the original certificates representing
         the shares of Series C Preferred Stock being converted (the "Series C
         Preferred Stock Certificates"), duly endorsed, along with a copy of the
         Notice of Conversion (together with the Series C Preferred Stock
         Certificates, the "Conversion Documents") no later than Midnight, New


                                        3
<PAGE>   4
         York City time the next business day, to a common courier for either
         overnight or 2-day delivery to the office of the Corporation or the
         Transfer Agent for the shares of Series C Preferred Stock. The
         Corporation shall issue and deliver within three (3) business days
         after delivery to the Corporation of the facsimile copies of such
         Notice of Conversion and such Series C Preferred Stock Certificates to
         such registered holder at the address of the registered holder on the
         books of the Corporation or such other address as may be specified by
         such registered holder, a certificate or certificates for the number of
         shares of Common Stock issuable upon such conversion; provided,
         however, that the Corporation shall not be obligated to issue
         certificates evidencing the shares of Common Stock unless either the
         original Series C Preferred Stock Certificates have been received by
         the Corporation or its Transfer Agent, or the registered holder
         notifies the Corporation or its Transfer Agent, or the registered
         holder delivers to the Corporation an affidavit and indemnification to
         the effect that such certificates have been lost, stolen or destroyed.

              The Transfer Agent or the Corporation (as applicable) shall, no
         later than 6:00 p.m. (New York City time) on the third business day
         (the "Deadline") after receipt by the Corporation or its Transfer Agent
         of a Notice of Conversion and a facsimile copy of the Series C
         Preferred Stock Certificates and the applicable Subscription Agreement,
         provided the Corporation or Transfer Agent has received the Conversion
         Documents, issue a certificate for the number of shares of Common Stock
         to which the holder ("Registered Holder") of the shares of Series C
         Preferred Stock shall be entitled as aforesaid and surrender such
         original Common Stock certificates to a common courier for overnight
         delivery to the Registered Holder at the address of the Registered
         Holder on the books of the Corporation.

              The Corporation understands that a delay in the issuance and
         delivery of the shares of Common Stock issuable upon conversion beyond
         the Deadline could result in economic loss to the Registered Holder. As
         compensation to the Registered Holder for such loss, the Corporation
         agrees, provided the Corporation or Transfer Agent has received the
         Conversion Documents, to pay late payments to the Registered Holder for
         late issuance of shares upon conversion in accordance with the
         following schedule (where "No. Business Days Late" is defined as the
         number of business days beyond the Deadline):


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<PAGE>   5
<TABLE>
<CAPTION>
           NUMBER OF BUSINESS DAYS LATE            LATE PAYMENT FOR EACH 1,000
           ----------------------------           SHARES OF SERIES B PREFERRED
                                                      STOCK BEING CONVERTED
                                                  ----------------------------

<S>                                               <C>
                         1                                  $ 50.00
                         2                                  $100.00
                         3                                  $150.00
                         4                                  $200.00
                         5                                  $250.00
                         6                                  $300.00
                         7                                  $350.00
                         8                                  $400.00
                         9                                  $450.00
                         10                                 $500.00
                 greater than 10                $500.00 plus $200.00 for each
                                              Business Day Late beyond 10 days
</TABLE>

         The Corporation shall pay any such late payments in immediately
         available funds within three (3) business days from the date of
         issuance of the applicable Common Stock. Nothing herein shall limit a
         registered holder's right to pursue actual damages for the
         Corporation's failure to issue and deliver Common Stock to the
         registered holder pursuant to the terms hereof. In addition, nothing
         herein shall limit the Subscriber's right to pursue actual damages for
         the Corporation's failure to maintain a sufficient number of authorized
         shares of Common Stock.

              The registered holder of shares of Series C Preferred Stock may
         convert a portion of such shares if the portion is $10.00 or a greater
         whole multiple in excess thereof. Upon surrender of share certificates
         in the event of a partial conversion, the Corporation shall issue to
         the registered holder a new share certificate for the unconverted
         shares.

              (e) LIQUIDATION PREFERENCE. In the event of any liquidation,
         dissolution, or winding up of the Corporation, whether voluntary or
         involuntary, occurring prior to the Initial Conversion Date, a holder
         of Series C Preferred Stock will be entitled to receive, before any
         amount is paid to holders of Common Stock, an amount equal to $10.00
         per share, as such amount may be adjusted for stock splits,
         combinations, or similar events in order that the registered holders of
         shares of Series C Preferred Stock receive the same amount upon
         liquidation, dissolution or winding up of the Corporation as if such
         stock split, combination or other similar event has not occurred. If,
         upon the occurrence of a liquidation, dissolution, or winding up of the
         Corporation prior to the Initial Conversion Date, the assets and
         surplus funds distributed among


                                        5
<PAGE>   6
         the registered holders of Preferred Stock (including without limitation
         Series C Preferred Stock) are insufficient to permit the payment to
         such holders of the full preferential amount, then the entire assets
         and surplus funds of the Corporation legally available for distribution
         shall be distributed ratably among the registered holders of Preferred
         Stock (including without limitation Series C Preferred Stock) prior to
         any distribution to the holders of Common Stock. On and after the
         Initial Conversion Date, shares of Series C Preferred Stock shall not
         be entitled to any liquidation preference and, subject to the
         preferential rights of the holders of any other series of Preferred
         Stock then outstanding, the holders of Series C Preferred Stock,
         ratably with the holders of Common Stock, will be entitled upon the
         occurrence of the liquidation, dissolution or winding up of the
         Corporation on or after the Initial Conversion Date, to receive all
         remaining assets and surplus funds of the Corporation as if all shares
         of Series C Preferred Stock had been converted into Common Stock.

              For purposes of this Section (e), a liquidation, dissolution, or
         winding up of the Corporation will be deemed to be occasioned by, and
         include, (i) the Corporation's sale of all or substantially all of its
         assets, (ii) the acquisition of the Corporation by another entity by
         means of a merger or consolidation resulting in the exchange of the
         outstanding shares of the Corporation for securities or other
         consideration issued, or caused to be issued, by the acquiring
         corporation or any subsidiary thereof, or (iii) a change in control of
         the Corporation (after the Initial Issuance Date) in a single
         transaction or a series of related transactions such that the
         Corporation's shareholders of record as constituted immediately prior
         to such transaction or transactions will, immediately after such
         transaction or transactions, hold less than 50% of the voting power of
         the Corporation (or any successor entity).

              (f) REDEMPTION RIGHTS. Shares of Series C Preferred Stock are not
         subject to redemption by the Corporation.

              (g) PROVISIONS RELATING TO COMMON STOCK. The registered holders of
         Common Stock issued and outstanding, except as otherwise provided by
         law or by this Certificate of Designation, will have and possess the
         exclusive right to notice of shareholders' meetings and the exclusive
         voting rights and powers, and registered holders, as such, of Series C
         Preferred Stock will not be entitled to any notice of shareholders'
         meetings or to vote upon the election of directors or upon any other
         matter, except if the notice or vote is required by law.

              (h) REISSUANCE OF SERIES C PREFERRED STOCK. Each share of the
         Series C Preferred Stock that has been converted or otherwise
         reacquired


                                        6
<PAGE>   7
         in any manner by the Corporation after the original issuance thereof
         may not be reissued as Series C Preferred Stock, but shall be restored
         to the status of authorized but unissued shares of Preferred Stock.

              (i) 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 the Series C Preferred Stock, such
         number of its shares of Common Stock as from time to time is sufficient
         to effect the conversion of all then outstanding shares of the Series C
         Preferred Stock; and at any time the number of authorized but unissued
         shares of the Common Stock of the Corporation is insufficient for the
         conversion of all outstanding shares of Series C Preferred Stock, the
         Corporation shall take such corporate action as may be necessary to
         increase its authorized but unissued shares of Common Stock to such
         number of shares as is sufficient for such purpose.

              (j) PROTECTIVE PROVISION. So long as shares of Series C Preferred
         Stock are outstanding, the Corporation 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 then outstanding shares of
         Series C Preferred Stock alter or change the rights, preferences, or
         privileges of the shares of Series C Preferred Stock so as to affect
         adversely the Series C Preferred Stock.

              (k) PERSONS DEEMED OWNERS. The registered holder of any Series C
         Preferred Stock shall be treated as the owner of such Preferred Stock
         for all purposes.

              (l) NO RECOURSE AGAINST OTHERS. A director, officer, employee or
         stockholder, as such, of the Corporation shall not have any liability
         for any of the obligations of the Corporation in respect of the Series
         C Preferred Stock or for any claim based on, in respect of or by reason
         of, such obligations or their creation. Each holder of Series C
         Preferred Stock by its acceptance thereof waives and releases all such
         liability. The waiver and release are a part of the consideration for
         the issuance of the Preferred Stock.

              Except as set forth hereinabove, the relative powers, privileges
         and rights, and qualifications, limitations or restrictions of the
         Series C Preferred Stock and the Common Stock are identical.

              RESOLVED FURTHER, that the President and the Secretary of this
         Corporation are each authorized to execute, verify, and file a


                                        7
<PAGE>   8
         certificate of designation of preferences in accordance with Delaware
         law.

         3    The authorized number of shares of Preferred Stock of the
Corporation is Ten Million (10,000,000), of which 90,000 shares of Series B
Preferred Stock are issued and outstanding, and the number of shares
constituting Series C Preferred Stock, none of which is issued and outstanding
on the date hereof, is Four Hundred Thousand (400,000).

         IN WITNESS WHEREOF, the undersigned have executed this Certificate on
June 26, 1996.



                                       /s/ Greg Gilbert
                                       -----------------------------------
                                       Greg Gilbert, President of
                                       Startronix International, Inc.



                                       /s/ Gerald Fitch
                                       -----------------------------------
                                       Gerald Fitch, Secretary of
                                       Startronix International, Inc.



                                        8
<PAGE>   9
                                  VERIFICATION

         The undersigned, Greg Gilbert and Gerald Fitch, President and
Secretary, respectively, of Startronix International, Inc., each declares under
penalty of perjury that the matters set out in the foregoing Certificate are
true to the best of his own knowledge.

         Executed at Irvine, California, on June 26, 1996.



                                       /s/ Greg Gilbert
                                       -----------------------------------
                                       Greg Gilbert, President of
                                       Startronix International, Inc.



                                       /s/ Gerald Fitch
                                       -----------------------------------
                                       Gerald Fitch, Secretary of
                                       Startronix International, Inc.


                                        9
<PAGE>   10
                             CERTIFICATE OF INCREASE
                                       OF
                           CERTIFICATE OF DESIGNATION
                                       OF
                RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS
                                       OF
                            SERIES C PREFERRED STOCK
                        OF STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)



         STARTRONIX INTERNATIONAL INC. (the "Corporation"), a corporation
organized under the Delaware General Corporation Law (the "Code"), for the
purpose of increasing the number of shares constituting the Series C Preferred
Stock of the Corporation pursuant to Section 151(g) of the Code, hereby
certifies that:

         1.   The Certificate of Incorporation of the Corporation authorizes the
Corporation to issue up to Ten Million (10,000,000) shares of $.01 par value
Preferred Stock issuable from time to time in one or more series.

         2.   A Certificate of Designation of Rights, Preferences, Privileges,
and Restrictions of Series C Preferred Stock of the Corporation was filed with
the Secretary of State of the State of Delaware on June 27, 1996.

         3.   The Certificate of Designation designates Four Hundred Thousand
(400,000) shares as the number of shares constituting the Series C Preferred
Stock of the Corporation.

         4.   Pursuant to authority given by the Corporation's Certificate of
Incorporation and Section 151(g) of the Code, the Board of Directors of the
Corporation duly adopted a resolution on September 20, 1996 increasing the
number of shares constituting the Series C Preferred Stock of the Corporation by
Two Hundred Fifty Thousand (250,000) shares and designating the total number of
shares constituting the Series C Preferred Stock of the Corporation at Six
Hundred Fifty Thousand (650,000) shares.
<PAGE>   11
       IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Increase on September 12th, 1995.



                                       /s/ Greg Gilbert
                                       -----------------------------------
                                       Greg Gilbert, President of
                                       Startronix International Inc.



                                       /s/ Gerald Fitch
                                       -----------------------------------
                                       Gerald Fitch, Secretary of
                                       Startronix International Inc.

                                        2
<PAGE>   12
                                      VERIFICATION


         The undersigned, Greg Gilbert and Gerald Fitch, President and
Secretary, respectively, of Startronix International Inc., each declares under
penalty of perjury that the matters set out in the foregoing Certificate are
true to the best of his own knowledge.

         Executed at Irvine, California, on September 12th, 1996.



                                       /s/ Greg Gilbert
                                       -----------------------------------
                                       Greg Gilbert, President of
                                       Startronix International Inc.


                                       /s/ Gerald Fitch
                                       -----------------------------------
                                       Gerald Fitch, Secretary of
                                       Startronix International Inc.


                                        3
<PAGE>   13
                            CERTIFICATE OF CORRECTION
                                   TO CORRECT
                            CERTIFICATE OF CORRECTION
                                       OF
                           CERTIFICATE OF DESIGNATION
                                       OF
                RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS
                                       OF
                            SERIES C PREFERRED STOCK
                                       OF
                          STARTRONIX INTERNATIONAL INC.
                            (A DELAWARE CORPORATION)


         STARTRONIX INTERNATIONAL INC. (the "Corporation"), a corporation
organized under the Delaware General Corporation Law (the "Code"), for the
purpose of correcting the Certificate of Designation of Rights, Preferences,
Privileges, and Restrictions of Series C Preferred Stock of the Corporation
pursuant to Section 103(f) of the Code, hereby certifies that:

         1.   The Certificate, as filed with the Secretary of State of the State
of Delaware on June 27, 1996, is an inaccurate record of the corporate action
therein referred to in that SECTION 2(b) of said Certificate erroneously defines
the Initial Issuance Date of the Series C Preferred Stock of the Corporation as
follows:

              "The term `Initial Issuance Date' means the date on which the
         initial shares of Series C Preferred Stock are issued."

         2.   In corrected form, SECTION 2(b) of the Certificate defines the
Initial Issuance Date of the Series C Preferred Stock of the Corporation as
follows:

              "The term `Initial Issuance Date' means, as to any shares of
         Series C Preferred Stock, the date on which such shares of Series C
         Preferred Stock are issued, as certified by a person serving in a
         capacity similar to that of the managing underwriter or placement agent
         for the offering."

         3.   The Certificate, as filed with the Secretary of State of the State
of Delaware on June 27, 1996, reflects an inaccurate record of the corporate
action therein referred to in that SECTION 2(d) of said Certificate of
Designation (as corrected) erroneously defines the Conversion Price of the
Series C Preferred Stock of the Corporation as follows:

              "The Conversion Price is defined as the lesser of (x) sixty
         percent (60%) of the Average Market Price for the five trading days
         immediately preceding the Initial Conversion Date (as hereinafter
         defined) or (y) seventy percent (70%) of the closing bid price an the
         trading day immediately preceding the Initial Issuance Date."
<PAGE>   14
         4.   In corrected form, SECTION 2(d) of the Certificate defines the
Conversion Price of the Series C Preferred Stock of the Corporation as follows:

              "The Conversion Price is defined, as to any shares of Series C
         Preferred Stock, as the lesser of (x) sixty percent (60%) of the
         Average Market Price for the five trading days immediately preceding
         the conversion date specified in a Notice of Conversion (as hereinafter
         defined) covering such shares or (y) seventy percent (70%) of the
         closing bid price on the trading day immediately preceding the Initial
         Issuance Date of such shares."

         5.   The Certificate, as filed with the Secretary of State of the State
of Delaware on June 27, 1996, is also an inaccurate record of the corporate
action therein referred to in that the heading for the right column of the
schedule of late payments in SECTION 2(d) of said Certificate erroneously refers
to late payments for shares of Series B Preferred Stock of the Corporation as
follows:

              "Late Payment for Each 1,000 Shares of Series B Preferred Stock
         being Converted"

         6.   In corrected form, the heading for the right column of the
schedule of late payments in SECTION 2(d) of the Certificate refers to late
payments for shares of Series C Preferred Stock of the Corporation as follows:

              "Late Payment for Each 1,000 Shares of Series C Preferred Stock
         being Converted"

         7.   This Certificate of Correction shall become effective as of June
27, 1996, the date the original instrument was filed with the Secretary of
State.

         IN WITNESS WHEREOF, the undersigned have executed and attested this
Certificate of Correction on September 12, 1996.



                                       /s/ Greg Gilbert
                                       -----------------------------------------
                                       Greg Gilbert, President of Startronix
                                        International Inc.


Attest:


/s/ Gerald Fitch
-----------------------------------
Gerald Fitch, Secretary of
  Startronix International Inc.



                                        2
<PAGE>   15
                                STATE OF DELAWARE
                                                                PAGE 1
                        OFFICE OF THE SECRETARY OF STATE


[Seal of the State of Delaware in Background]


         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "STARTRONIX INTERNATIONAL INC.", FILED IN THIS OFFICE ON THE
TWENTY-SIXTH DAY Of SEPTEMBER A.D. 1996, AT 9:01 O'CLOCK A.M.

         A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.


                                       /s/ Edward J. Freel
                                       --------------------------------------
                                       Edward J. Freel, Secretary of State

                                       AUTHENTICATION:   8128096

2534601 B100                           DATE:             10-01-96

960280012