<PAGE>   1
                                                                     EXHIBIT 4.4

                         CERTIFICATION OF DETERMINATION
                                       OF
                RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS
                                       OF
                            SERIES B 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 does not currently have any shares of
         Preferred Stock issued and outstanding and 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:

            (a) DESIGNATION. The series of Preferred Stock designated hereby is
         designated "Series B Preferred Stock".

            (b) NUMBER; INITIAL ISSUANCE DATE. The number of shares constituting
         the Series B Preferred Stock is Two Hundred Thousand

<PAGE>   2

         (200,000) shares. The term "Initial Issuance Date" means the date on
         which the initial shares of Series B Preferred Stock are issued.

            (c) DIVIDEND RIGHTS. The registered holders of outstanding shares of
         Series B 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 B Preferred
         Stock into shares of Common Stock, and only with respect to such shares
         of Series B 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
         B 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 B Preferred Stock. Dividends may not be
         declared and paid on Common Stock of the Corporation for any period
         during which any shares of Series B Preferred Stock are issued and
         outstanding.

            (d) CONVERSION RIGHTS; MECHANICS OF CONVERSION. Subject to
         subsections (i) and (ii), below, each share of Series B 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) seventy percent
         (70%) of the Average Market Price for the five trading days immediately
         preceding the Initial Conversion Date (as hereinafter defined) or (y)
         the Average Market Price for the five trading days immediately
         preceding the Initial Issuance Date. "Average Market Price" means, as
         to any five trading day period, the average of the last reported sales
         price 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 sales 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 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.


                                       2
<PAGE>   3

(i)      None of the Series B Preferred Stock convertible prior to the date
         which is forty-five (45) days following the Initial Issuance Date (the
         "Initial Conversion Date"). Each record holder may convert up to one
         hundred percent (100%) of such holder's Series B Preferred Stock on or
         after the Initial Conversion Date.

(ii)     Each share of Series B Preferred Stock then outstanding automatically
         will be converted into shares of Common Stock of the Corporation
         immediately upon the earlier to occur of (a) the one year anniversary
         of the Initial Issuance Date of the Series B Preferred Stock or (b) the
         closing of the Corporation's sale of its Common Stock in one or more
         registered public offerings or private placements, the gross proceeds
         of which offerings or placements are not less than $5,000,000 and the
         closing date of which offerings and placements is not less than three
         (3) months after the Initial Issuance Date of the Series B Preferred
         Stock.

         No fractional shares of Common Stock will be issued upon the conversion
of any shares of Series B 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 B Preferred Stock into full
shares of Common Stock, the holder shall deliver in a single package, by
overnight courier, to the offices of the Corporation (i) written notice of the
election to convert such shares of Series B Preferred Stock and the number of
shares of Series B Preferred Stock to be converted, (ii) the certificate or
certificates for the shares to be converted, or, if such certificate or
certificates has been lost or destroyed, an affidavit or affirmation of that
fact together with a bond of indemnity in favor of the Corporation, in form and
with one or more sureties satisfactory to the Board of Directors, in at least
double the value of the Common Stock into which such shares of Series B
Preferred Stock are to be converted, and (iii) appropriate endorsements and
transfer documents if required by the Corporation. The holder of any shares of
Series B Preferred Stock is responsible for the payment of any transfer or other
similar tax due in connection with any conversion of Series B Preferred Stock.

         The registered holder of shares of Series B 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.


                                       3
<PAGE>   4

         The Corporation shall use reasonable efforts to issue and deliver to a
registered holder of Series B Preferred Stock who has complied with the notice
and delivery provisions of the preceding paragraphs, to the holder's address as
shown on the stock records of the Corporation, within five (5) business days
after the Corporation's receipt of notice of conversion, a certificate or
certificates for the number of shares of Common Stock of the Corporation to
which the holder is entitled upon conversion as provided herein. The date on
which the notice of conversion is received by the Corporation will be deemed to
be the date of conversion and the person or persons entitled to receive the
shares of Common Stock issuable upon such conversion will be treated for all
purposes as the record holder of such shares of Common Stock as of such date.
All notices of conversion are irrevocable.

         (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 B 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 B 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
the registered holders of Preferred Stock (including without limitation Series B
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 B Preferred Stock) prior to any distribution to the holders of Common
Stock. On and after the Initial Conversion Date, shares of Series B 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 B 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 B 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


                                       4
<PAGE>   5

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 B 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 Determination, 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 B 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 B PREFERRED STOCK. Each share of the Series B
Preferred Stock that has been converted or otherwise reacquired in any manner by
the Corporation after the original issuance thereof may not be reissued as
Series B Preferred Stock, but shall be restored to the status of authorized but
unissued shares of Preferred Stock.

         (j) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at a 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 B 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 B 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 B 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 B Preferred Stock
are outstanding, the Corporation shall not without first


                                       5
<PAGE>   6

         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 B Preferred Stock alter or change the rights, preferences, or
         privileges of the shares of Series B Preferred Stock so as to affect
         adversely the Series B Preferred Stock.

            (k) PERSONS DEEMED OWNERS. The registered holder of any Series B
         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
         B Preferred Stock or for any claim based on, in respect of or by reason
         of, such obligations or their creation. Each holder of Series B
         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 B
         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
         certificate of determination 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) and the number of shares constituting
Series B Preferred Stock, none of which is issued and outstanding on the date
hereof, is Two Hundred Thousand (200,000).


                                       6
<PAGE>   7

         IN WITNESS WHEREOF, the undersigned have executed this Certificate on
May 10th 1996.


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


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


                                       7
<PAGE>   8

                                  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 May 10th 1996.





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


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


                                       8
<PAGE>   9

                                State of Delaware
                                                                 PAGE 1
                        Office of the Secretary of State



         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
TWENTIETH DAY OF JUNE, A.D, 1996 , AT 9 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:
   2534601  8100                                       7997106
                                               DATE:
   960181538                                           06-21-96

<PAGE>   10

                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                     FILED 09:00 AM 06/2(/1996
                                                        960181539 - 2534601

                           CERTIFICATE OF DESIGNATION
                                       OF
                RIGHTS, PREFERENCES, PRIVILEGES, AND RESTRICTIONS
                                       OF
                            SERIES B PREFERRED ST0CK
                        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 does not currently have any shares of
         Preferred Stock issued and outstanding and 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:

            (a) DESIGNATION. The series of Preferred Stock designated hereby is
         designated "Series B Preferred Stock"

            (b) NUMBER, INITIAL ISSUANCE DATE. The number of shares constituting
         the Series B Preferred Stock is Two Hundred Thousand

<PAGE>   11

(200,000) shares. The term "Initial Issuance Date" means the date on which the
initial shares of Series B Preferred Stock are issued.

         (c) DIVIDEND RIGHTS. The registered holders of outstanding shares of
Series B 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 B Preferred Stock into shares of Common Stock,
and only with respect to such shares of Series B 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 B
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
B Preferred Stock. Dividends may not be declared and paid on Common Stock of the
Corporation for any period during which any shares of Series B Preferred Stock
are issued and outstanding.

         (d) CONVERSION RIGHTS; MECHANICS OF CONVERSION. Subject to subsections
(i) and (ii), below, each share of Series B 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) seventy
percent (70%) of the Average Market Price for the five trading days immediately
preceding the Initial Conversion Date (as hereinafter defined) or (y) the
Average Market Price for the five trading days immediately preceding the Initial
Issuance Date. "Average Market Price" means, as to any five trading day period,
the average of the last reported sales price 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 sales 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 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.


                                       2
<PAGE>   12

(i)      None of the Series B Preferred Stock is convertible prior to the date
         which is forty-five (45) days following the Initial Issuance Date (the
         "Initial Conversion Date"). Each record holder may convert up to one
         hundred percent (100%) of such holder's Series B Preferred Stock on or
         after the Initial Conversion Date.

(ii)     Each share of Series B Preferred Stock then outstanding automatically
         will be converted into shares of Common Stock of the Corporation
         immediately upon the earlier to occur of (a) the one year anniversary
         of the Initial Issuance Date of the Series B Preferred Stock or (b) the
         closing of the Corporation's sale of its Common Stock in one or more
         registered public offerings or private placements, the gross proceeds
         of which offerings or placements am not less than $5,000,000 and the
         closing date of which offerings and placements is not less than three
         (3) months after the Initial Issuance Date of the Series B Preferred
         Stock.

         No fractional shares of Common Stock will be issued upon the conversion
of any shares of Series B 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 B Preferred Stock into full shares
of Common Stock, the holder shall deliver in a single package, by overnight
courier, to the offices of the Corporation (i) written notice of the election to
convert such shares of Series B Preferred Stock and the number of shares of
Series B Preferred Stock to be converted, (ii) the certificate or certificates
for the shares to be converted, or, if such certificate or certificates has been
lost or destroyed, an affidavit or affirmation of that fact together with a bond
of indemnity in favor of the Corporation, in form and with one or more sureties
satisfactory to the Board of Directors, in at least double the value of the
Common Stock into which such shares of Series B Preferred Stock are to be
converted, and (iii) appropriate endorsements and transfer documents if required
by the Corporation. The holder of any shares of Series B Preferred Stock is
responsible for the payment of any transfer or other similar tax due in
connection with any conversion of Series B Preferred Stock.

         The registered holder of shares of Series B 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.


                                       3
<PAGE>   13

         The Corporation shall use reasonable efforts to issue and deliver to a
registered holder of Series B Preferred Stork who has complied with the notice
and delivery provisions of the preceding paragraphs, to the holder's address as
shown on the stock records of the Corporation, within five (5) business days
after the Corporation's receipt of notice of conversion, a certificate or
certificates for the number of shares of Common Stock of the Corporation to
which the holder is entitled upon conversion as provided herein. The date on
which the notice of conversion is received by the Corporation will be deemed to
be the date of conversion and the person or persons entitled to receive the
shares of Common Stock issuable upon such conversion will be treated for all
purposes as the record holder of such shares of Common Stock as of such date.
All notices of conversion are irrevocable.

         (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 B 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 B 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
the registered holders of Preferred Stock (including without limitation Series B
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 B Preferred Stock) prior to any distribution to the holders of Common
Stock. On and after the Initial Conversion Date, shares of Series B 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 B 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 B Preferred Stock had been convened 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


                                       4
<PAGE>   14

include, (i) the Corporations 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 B 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 B 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 B PREFERRED STOCK. Each share of the Series B
Preferred Stock that has been converted or otherwise reacquired in any manner by
the Corporation after the original issuance thereof may not be reissued as
Series B 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 B 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 B 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 B 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 B Preferred Stock
are outstanding, the Corporation shall not without first


                                       5
<PAGE>   15
         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 B Preferred Stock alter or change the rights, preferences, or
         privileges of the shares of Series B Preferred Stock to as to affect
         adversely the Series B Preferred Stock.

                  (k) PERSONS DEEMED OWNERS. The registered holder of any Series
         B 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 B Preferred Stock or for any claim based on, in respect of
         or by reason of, such obligations or their creation. Each holder of
         Series B 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 B 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
         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) and the number of shares constituting
Series B Preferred Stock, none of which is issued and outstanding on the date
hereof, is Two Hundred Thousand (200,000).


                                        6
<PAGE>   16
         IN WITNESS WHEREOF, the undersigned have executed this Certificate on
May 10th, 1996



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



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



                                       7
<PAGE>   17
                                  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 May 10th, 1996.




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



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


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