Exhibit 3.5
                                   ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
                                           CERTIFICATE OF DETERMINATION

         Michael Silverman and Dean Kernus hereby certify that:

         1. Michael  Silverman is the President and Dean Kernus is the Secretary
of Advanced Remote Communication Solutions,  Inc., a California corporation (the
"Corporation").

         2. The number of shares of preferred stock is 1,000,000.  The number of
Series B Preferred Stock to be issued is 376.25.  None of the Series B Preferred
Stock has been issued.

         3. The Board of Directors of the Corporation duly adopted the following
resolution:

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

                  WHEREAS,  the Board of Directors of the Corporation  ("Board")
desires,  pursuant to its  authority,  to fix the terms of a series of Preferred
Stock,  the number of shares  constituting  that series,  and the designation of
that series;

                  NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby fix
and determine the  designation  of, the number of shares  constituting,  and the
rights,  preferences,  privileges,  and  restrictions  relating  to a series  of
Preferred Stock as follows:

A. The second series of Preferred Stock of this Corporation  shall be designated
and known as "Series B Preferred Stock",  and the total number of shares of such
series is Three Hundred Seventy-Three and Three-Quarters (373.75).

B. The powers, rights, preferences,  restrictions, and other matters relating to
the Series B Preferred Stock are as follows:

         1.       Dividends.

                  (a) Priority of Dividends.  No dividends  shall be declared or
set aside for Corporation's  common stock ("Common Stock", such Common Stock and
other junior capital stock being  collectively  referred to as "Junior  Stock"),
unless at the same time or prior thereto all accrued and unpaid dividends on the
Series B Preferred  Stock shall be declared,  set aside and paid on all the then
outstanding  shares of Series B Preferred Stock. With respect to dividends,  the
Series B  Preferred  Stock  shall rank pari  passu  with the Series A  Preferred
Stock.

                  (b) Dividend Rate;  Dividend  Payment Dates. The holder of the
Series B Preferred  Stock shall be entitled to receive  when, as and if declared
by the Board of Directors  ("Board"),  out of funds legally available  therefor,
cumulative cash dividends, in preference and priority to dividends on any Junior
Stock,  that shall accrue on the Liquidation  Price (as defined in Section 2(a))
of each  share of the  Series  B  Preferred  Stock at the rate per  annum of One
Thousand  Dollars  ($1,000) per share from and  including  the date on which the
shares of Series B

<PAGE>


Preferred Stock were first issued  ("Original  Issue Date") to and including the
date on which the Liquidation Price or Redemption Price of such share is paid in
full to the holders of such shares pursuant to Section 2 or 5, respectively. The
accrued   dividends  will  be  adjusted  for  stock  splits,   stock  dividends,
recapitalizations,   reclassifications,   reorganizations   and  similar  events
(together referred to as  "Recapitalization  Events") which affect the number of
outstanding  shares of the Series B Preferred  Stock.  Accrued  dividends on the
Series B  Preferred  Stock  shall be  payable  out of  funds  legally  available
therefor  commencing on January 1, 2001 and thereafter  semi-annually  on July 1
and January 1 of each year (each a "Dividend  Payment  Date"),  to the holder of
record  of the  Series B  Preferred  Stock as of the  close of  business  on the
applicable record date.  Dividends shall be fully cumulative and shall accrue on
a daily basis based on a 365-day or 366-day  year,  as the case may be,  without
regard to the  occurrence  of a Dividend  Payment  Date and  whether or not such
dividends have been declared and whether or not there are any unrestricted funds
of the Corporation legally available for the payment of dividends. The amount of
dividends  "accrued" with respect to any share of Series B Preferred Stock as of
the first  Dividend  Payment  Date after the Original  Issue Date,  or as of any
other date after the Original  Issue Date that is not a Dividend  Payment  Date,
shall be  calculated  on the basis of the actual number of days elapsed from and
including  the Original  Issue Date, in the case of the first  Dividend  Payment
Date and any date of determination  prior to the first Dividend Payment, or from
and including the last preceding Dividend Payment Date, in the case of any other
date of determination,  to and including such date of determination  which is to
be made,  in each case  based on a year of 365 or 366  days,  as the case may be
(the "Dividend  Period").  Whenever the Board declares any dividend  pursuant to
this  Section 1,  notice of the  applicable  record  date and  related  Dividend
Payment Date shall be given in accordance with Section 4(n).

                  (c) Compounding of Dividends; Addition to Conversion Value and
to  Liquidation  Price.  On each Dividend  Payment Date, all dividends that have
accrued  on each  share of  Series B  Preferred  Stock  during  the  immediately
preceding Dividend Period shall, to the extent not paid on such Dividend Payment
Date for any reason  (whether or not such unpaid  dividends  have been earned or
declared  or  there  are  any  unrestricted  funds  of the  Corporation  legally
available for the payment of dividends),  be added to the  Conversion  Value (as
defined in Section  4(b)) of such share  effective as of such  Dividend  Payment
Date and shall remain a part thereof.  All  dividends  that have accrued on each
share of Series B Preferred  Stock  during any  Dividend  Period  shall,  to the
extent not paid in full on the first Dividend Payment Date after the end of such
Dividend Period for any reason  (whether or not such unpaid  dividends have been
earned  or  declared  or there  are any  unrestricted  funds of the  Corporation
legally  available for the payment of  dividends),  be added to the  Liquidation
Price of such share  effective as of the first  Dividend  Payment Date after the
last  day of such  Dividend  Period  and  shall  remain  a part  thereof  to and
including the date on which the  Liquidation  Price or Redemption  Price of such
share is paid in full to the holder of such share  pursuant  to Sections 2 or 5,
respectively.  No accrued  dividends (or dividends  accrued  thereon) which have
been  added  to the  Liquidation  Price  or  Conversion  Value  of any  Series B
Preferred  Stock may be  subsequently  declared or,  except in  accordance  with
Section 2 or 5, paid by the Corporation  without the consent of the holders of a
majority of the shares of Series B Preferred Stock.

                  (d)  Pro  Rata  Declaration  and  Payment  of  Dividends.  All
dividends  paid with respect to shares of the Series B Preferred  Stock pursuant
to this  Section 1 shall be declared and paid pro rata to all the holders of the
shares of Series B Preferred Stock outstanding as of the applicable record date.

         2.       Liquidation, Dissolution or Winding Up.

                  (a) In the event of any liquidation, dissolution or winding up
of  the  Corporation,   whether  voluntary  or  involuntary,   or  the  sale  of
substantially  all of its assets (each such event, a  "Liquidation"),  except as
provided  in Section  2(b)  below,  the  holders of shares of Series B Preferred
Stock then  outstanding  shall be  entitled  to be paid out of the assets of the
Corporation available for distribution to its stockholders before payment to the
holders of Junior Stock by reason of their ownership thereof, an amount equal to
(i) Ten Thousand Dollars ($10,000) per share (subject to appropriate  adjustment
for any  Recapitalization  Events),  plus (ii) an amount equal to all  dividends
accrued on such share of Series B Preferred  Stock since the Original Issue Date
thereof but not yet paid (including those which,  pursuant to Section 1(c), have
been  added to and  remain  part of the  Liquidation  Price  as of such  time of
determination),  whether  or not such  unpaid  dividends  have  been  earned  or
declared  or  there  are  any  unrestricted  funds  of the  Corporation  legally
available for the payment of dividends (the "Liquidation  Price").  With respect
to the payment of all preferential amounts required to be paid to the holders of
Series B Preferred Stock upon the Liquidation of the  Corporation,  the Series B
Preferred Stock shall rank pari passu with the Series A Preferred Stock.

                  (b) After the payment of all preferential  amounts required to
be paid to the holders of Series B Preferred Stock,  upon the Liquidation of the
Corporation,  the holders of shares of Junior  Stock then  outstanding  shall be
entitled to receive the remaining assets and funds of the Corporation  available
for distribution to its stockholders.

         3.       Voting Rights.

                  (a)  Holders of shares of Series B  Preferred  Stock  shall be
entitled to the number of votes equal to the number of votes to which the number
of whole  shares of Common  Stock into  which the  shares of Series B  Preferred
Stock  held by such  holder  are  convertible  (as  adjusted  from  time to time
pursuant  to  Section 4 hereof),  at each  meeting  of the  stockholders  of the
Corporation  (and for  purposes of written  actions of  stockholders  in lieu of
meetings) with respect to any and all matters  presented to the  stockholders of
the Corporation for their action or consideration.

                  (b) The  Corporation  shall not  amend,  alter or  repeal  the
preferences,  special rights or other powers of the Series B Preferred  Stock so
as to affect adversely the Series B Preferred Stock, without the written consent
or affirmative vote of the holders of a majority of the then outstanding  shares
of  Series  B  Preferred  Stock,  given  in  writing  or by vote  at a  meeting,
consenting  or  voting  (as the case  may be)  separately  as a class.  For this
purpose,  without limiting the generality of the foregoing, the authorization or
issuance of any Preferred  Stock having a preference or priority over the Series
B Preferred Stock as to the right to receive dividends or amounts  distributable
upon  Liquidation  of the  Corporation  shall be deemed to affect  adversely the
Series B Preferred  Stock.  In  addition,  the holders of the Series B Preferred
Stock  shall  have the  right to vote on all  matters  requiring  their  vote or
approval  under,  and in  the  manner  set  forth  in,  the  California  General
Corporation  Law.  Except  as  otherwise  required  by  the  California  General
Corporation  Law, any class vote  pursuant to this Section 3 shall be determined
by the  holders  of a  majority  of  the  Series  B  Preferred  Stock  as of the
applicable record date.

                  (c) In  addition  to the  matters  described  in Section  3(b)
above,  the  Corporation  shall not,  without the written consent or affirmative
vote of the holders of a majority of the then outstanding shares of the Series B
Preferred  Stock given in writing or by vote at a meeting,  consenting or voting
(as the case may be) as a separate class:

                           (i)      purchase,  sell or issue any preferred
 stock  ranking  senior to or pari passu
with the Series B Preferred  (including any increase or decrease  (other than by
Conversion) to the authorized shares of Series B Preferred); or

                           (ii)     pay  dividends  or make other  distributions
to  holders of the  Corporation's
Junior Stock,  or  repurchase or redeem any such shares of Junior Stock,  except
that  dividend  payments to holders of Junior Stock may be paid if (A) funds are
legally  available  therefor  and (B) all  accrued  cash  dividends  on Series B
Preferred Stock have been paid in full.

         4.  Conversion  at the Option of a Holder.  The holders of the Series B
Preferred  Stock  shall  have  conversion  rights as  follows  (the  "Conversion
Rights"):

                  (a) Right to Convert.  Each share of Series B Preferred  Stock
shall be convertible,  at the option of the holder thereof, at any time and from
time to time, into such number of fully paid and nonassessable  shares of Common
Stock as is determined by dividing (i) the  Conversion  Value (as defined below)
of such  share  determined  as of such  time by (ii) the  Conversion  Price  (as
defined  below)  determined  as of  such  time.  In the  event  of a  notice  of
redemption  of any  shares of Series B  Preferred  Stock  pursuant  to Section 5
hereof,  the Conversion  Rights of the shares  designated  for redemption  shall
terminate at the close of business on the last full day preceding the date fixed
for  redemption,  unless the  Redemption  Price is not paid in full when due, in
which  case the  Conversion  Rights for such  shares  shall  continue  until the
Redemption  Price  is  paid  in  full.  In the  event  of a  Liquidation  of the
Corporation,  the Conversion  Rights shall terminate at the close of business on
the last full day  preceding  the date  fixed  for the  payment  of any  amounts
distributable on Liquidation to the holders of Series B Preferred Stock.

                  (b) Conversion.  The "Conversion  Value" measured per share of
the Series B Preferred Stock shall be:

                           (i)      as of any time  before  the first  Dividend
Payment  Date,  the sum of (A) Ten
Thousand Dollars  ($10,000)  (subject to appropriate  adjustment in the event of
any  Recapitalization  Events) plus (B) an amount equal to all dividends accrued
on such share of Series B Preferred  Stock since the Original Issue Date through
and including such time,  whether or not such unpaid  dividends have been earned
or  declared  or there are any  unrestricted  funds of the  Corporation  legally
available for the payment of dividends.

                           (ii)     as of any time on or after the first
Dividend  Payment Date, the sum of (a) Ten
Thousand Dollars  ($10,000)  (subject to appropriate  adjustment in the event of
any  Recapitalization  Events) plus (B) an amount equal to all dividends accrued
on such share of Series B Preferred  Stock since the Original Issue Date but not
yet paid  (including  those which,  pursuant to Section 1(c), have been added to
and  remain  part of the  Conversion  Value at such  time),  whether or not such
unpaid  dividends  have been earned or  declared  or there are any  unrestricted
funds of the Corporation legally available for the payment of dividends.

                  (c) Conversion Price. The conversion price at which a share of
Common Stock shall be deliverable  upon  conversion of Series B Preferred  Stock
without the payment of  additional  consideration  by the holder  thereof  shall
initially be Three and 75/100 Dollars  ($3.75) (the  "Conversion  Price").  Such
initial  Conversion  Price,  and the rate at which  shares of Series B Preferred
Stock  may be  converted  into  share  of  Common  Stock,  shall be  subject  to
adjustment as provided in this Section 4.

                  (d) Fractional  Shares.  No fractional  shares of Common Stock
shall be issued upon conversion of the Series B Preferred  Stock. In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall  pay  cash  equal  to such  fraction  multiplied  by the then
effective Conversion Price.

                  (e)      Mechanics of Conversion.

                           (i)      In order for a holder of Series B Preferred
Stock to convert  shares of Series
B Preferred  Stock into shares of Common Stock,  such holder shall surrender the
certificate or certificates  for such shares of Series B Preferred Stock, at the
principal  office of the  Company  or the office of the  transfer  agent for the
Series B Preferred  Stock,  together with written notice that such holder elects
to  convert  all or any  number  of the  shares  of  Series  B  Preferred  Stock
represented by such certificate or certificates. If required by the Corporation,
certificates  surrendered  for conversion  shall be endorsed or accompanied by a
written  instrument or  instruments  of transfer,  in form  satisfactory  to the
Corporation,  duly executed by the registered holder or his or its attorney duly
authorized in writing.  The date of receipt of such  certificates  and notice by
the Company or its  transfer  agent shall be the  conversion  date  ("Conversion
Date"). The Corporation shall, as soon as practicable after the Conversion Date,
issue and deliver at such  office to such  holder of Series B Preferred  Stock a
certificate  or  certificates  for the number of shares of Common Stock to which
such holder shall be entitled,  together  with cash in lieu of any fraction of a
share. As of the Conversion Date, the person entitled to receive certificates of
Common Stock shall be regarded for all  corporate  purposes as the holder of the
number  of  shares  of  Common  Stock  to which  he or it is  entitled  upon the
conversion.

                           (ii)  The  Corporation  shall at all  times  when the
Series B Preferred Stock shall be
outstanding,  reserve and keep  available  out of its  authorized  but  unissued
stock,  for the purpose of effecting  the  conversion  of the Series B Preferred
Stock,  such number of its duly authorized  shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding  Series B
Preferred Stock.

                           (iii) All shares of Series B  Preferred  Stock  which
shall have been surrendered for
conversion as herein  provided shall no longer be deemed to be  outstanding  and
all rights with respect to such shares, shall immediately cease and terminate on
the  Conversion  Date,  except only the right of the holders  thereof to receive
shares of Common Stock in exchange therefor,  which shares of Common Stock shall
be deemed to be outstanding  as of the  Conversion  Date. Any shares of Series B
Preferred  Stock so  converted  shall be not be  reissued  as Series B Preferred
Stock.

                  (f)  Adjustment  for Stock  Splits  and  Combinations.  If the
Corporation shall at any time or from time to time after the Original Issue Date
for the Series B Preferred Stock effect a subdivision of the outstanding  Common
Stock, the Conversion Price then in effect  immediately  before that subdivision
shall be proportionately decreased. If the Corporation shall at any time or from
time to time after the  Original  Issue Date for the  Series B  Preferred  Stock
combine the  outstanding  shares of Common Stock,  the Conversion  Price then in
effect immediately  before the combination shall be  proportionately  increased.
Any  adjustment  under this  paragraph  shall  become  effective at the close of
business on the date the subdivision or combination becomes effective.

                  (g) Adjustment for Certain Dividends and Distributions. In the
event the  Corporation  at any time, or from time after the Original  Issue Date
for the Series B Preferred Stock,  shall make or issue, or fix a record date for
the determination of holders of Common Stock entitled to receive,  a dividend or
other  distribution  payable in additional  shares of Common Stock,  then and in
each such event the  Conversion  Price for the Series B Preferred  Stock then in
effect shall be decreased as of the time of such  issuance or, in the event such
a record date shall have been fixed,  as of the close of business on such record
date, by multiplying the Conversion  Price for the Series B Preferred Stock then
in effect by a fraction:

                           (i)      the  numerator  of which  shall be the total
  number of shares of Common  Stock
issued and  outstanding  immediately  prior to the time of such  issuance  or
 the close of  business on such record
date, and

                           (ii)  the  denominator  of which  shall be the  total
number of shares of Common Stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of business on such record date plus the number of shares of Common  Stock
issuable in payment of such dividend or distribution; provided, however, if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor,  the Conversion Price
for the Series B Preferred Stock shall be recomputed accordingly as of the close
of  business on such record date and  thereafter  the  Conversion  Price for the
Series B Preferred Stock shall be adjusted  pursuant to this paragraph as of the
time of actual payment of such dividends or distributions.

                  (h) Adjustments for Other Dividends and Distributions.  In the
event the  Corporation at any time or from time to time after the Original Issue
Date for the Series B Preferred  Stock shall make or issue, or fix a record date
for the determination of holders of Common Stock entitled to receive, a dividend
or other distribution payable in securities of the Corporation other than shares
of Common Stock, then and in each such event provision shall be made so that the
holders of the Series B Preferred Stock shall receive upon conversion thereof in
addition  to the  number of shares of Common  Stock  receivable  thereupon,  the
amount of securities of the Corporation  that they would have received had their
Series B Preferred  Stock been  converted  into Common Stock on the date of such
event and had  thereafter,  during the period from the date of such event to and
including the conversion  date,  retained such securities  receivable by them as
aforesaid  during such period giving  application to all adjustments  called for
during  such  period,  under this  paragraph  with  respect to the rights of the
holders of the Series B Preferred Stock.

                  (i)   Adjustment   for    Reclassification,    Exchange,    or
Substitution.  If the Common Stock  issuable upon the conversion of the Series B
Preferred  Stock shall be changed into the same or a different  number of shares
of  any  class  or  classes  of  stock,   whether  by  capital   reorganization,
reclassification or otherwise (other than a subdivision or combination of shares
of  stock   dividend   provided  for  above,   or  a   reorganization,   merger,
consolidation,  or sale of assets  provided  for  below),  then and in each such
event the holder of each such share of Series B  Preferred  Stock shall have the
right  thereafter  to  convert  such share into the kind and amount of shares of
stock and other  securities and property  receivable  upon such  reorganization,
reclassification,  or other change, by holders of the number of shares of Common
Stock  into  which  such  shares of Series B  Preferred  Stock  might  have been
converted immediately prior to such reorganization, reclassification, or change,
all subject to further adjustment as provided herein.

                  (j)  Adjustment for Merger or  Reorganization.  In case of any
consolidation  or merger of the  Corporation  with or into another  corporation,
each share of Series B Preferred Stock shall  thereafter be convertible into the
kind and amount of shares of stock or other  securities  or  property to which a
holder of the number of shares of Common  Stock of the  Corporation  deliverable
upon  conversion of such Series B Preferred  Stock would have been entitled upon
such  consolidation  or merger;  and, in such case,  appropriate  adjustment (as
determined  in good  faith  by the  Board  of  Directors)  shall  be made in the
application  of the  provisions  in this Section 4 set forth with respect to the
rights and interest  thereafter of the holders of the Series B Preferred  Stock,
to the end that the provisions set forth in this Section 4 (including provisions
with respect to changes in and other  adjustments of the Conversion Price) shall
thereafter be  applicable,  as nearly as  reasonably  may be, in relation to any
shares of stock or other property thereafter  deliverable upon the conversion of
the Series B Preferred Stock.

                  (k) In the event this  Corporation  at any time after the date
on which the Series B Preferred  Stock is first issued,  shall issue  Additional
Shares of Common  Stock  (as  defined  herein)  without  consideration  or for a
consideration per share less than the Conversion Price of the Series B Preferred
in effect on the date of and immediately  prior to such issue,  then and in such
event,  the Conversion  Price of the Series B Preferred  Stock shall be reduced,
concurrently  with  such  issue,  to a  price  determined  by  multiplying  such
Conversion  Price by a fraction,  the  numerator of which shall be the number of
shares of Common  Stock  outstanding  immediately  prior to such  issue plus the
number of shares of Common Stock which the aggregate  consideration  received by
this  Corporation  for the total number of Additional  Shares of Common Stock so
issued would purchase at such Conversion  Price in effect  immediately  prior to
such  issuance,  and the  denominator  of which shall be the number of shares of
Common Stock outstanding immediately prior to such issue plus the number of such
Additional  Shares of Common Stock  determined  immediately  after such issue or
sale of Additional Shares. For the purpose of the above calculation,  the number
of shares of Common Stock  outstanding  immediately prior to such issue shall be
calculated  on a fully  diluted  basis,  as if all shares of Series B  Preferred
Stock had been fully converted into shares of Common Stock  immediately prior to
such  issuance  and any  outstanding  warrants,  options or other rights for the
purchase of shares of stock or convertible  securities had been fully  exercised
immediately prior to such issuance (and the resulting securities fully converted
into shares of Common Stock, if so convertible) as of such date. For purposes of
this Section 4(k),  "Additional Shares of Common Stock" shall mean all shares of
Common Stock issued by this Corporation after the date hereof, other than shares
of Common  Stock issued or issuable  (i) upon  conversion  of shares of Series B
Preferred Stock, (ii) to officers, directors or employees of, or consultants to,
this Corporation  pursuant to stock option or stock purchase plans or agreements
on terms  approved by the Board of Directors  (iii) to joint  venture  partners,
acquisition   targets,   outside   developers  and  equipment  lessors  of  this
Corporation,  or (iv) upon  exercise  of warrants  issued  pursuant to Article 5
hereof;  provided,  however,  that the number of shares of Common  Stock  issued
pursuant to clauses (ii) and (iii) above shall not exceed,  in the aggregate 20%
of the number of shares of Common Stock  outstanding  on the date hereof (net of
any  repurchases  of such shares or  cancellations  or  expirations of options),
subject to adjustment for all subdivisions and combinations.

                  (l) No Impairment.  The Corporation  will not, by amendment of
its Articles of Incorporation or through any reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation,  but will at
all times in good faith assist in the carrying out of all the provisions of this
Section  4 and in the  taking  of  all  such  action  as  may  be  necessary  or
appropriate  in order to protect  the  Conversion  Rights of the  holders of the
Series B Preferred Stock against impairment.

                  (m) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment  of the Conversion  Price pursuant to this Section 4,
the  Corporation  at its expense  shall  promptly  compute  such  adjustment  or
readjustment  in accordance  with the terms hereof and furnish to each holder of
Series  B  Preferred  Stock a  certificate  setting  forth  such  adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based.  The Corporation  shall,  upon the written request at any
time of any holder of Series B Preferred Stock, furnish or cause to be furnished
to such holder a similar  certificate  setting  forth (i) such  adjustments  and
readjustments; (ii) the Conversion Price then in effect; and (iii) the number of
shares of Common  Stock and the  amount,  if any, of other  property  which then
would be received upon the conversion of Series B Preferred Stock.

                  (n)      Notice of Record Date.  In the event:

                           (i)      that the  Corporation  declares a dividend
 (or any other  distribution)  on its
Common Stock payable in Common Stock or other securities of the Corporation;

                           (ii)     that the Corporation  subdivides or combine
 its  outstanding  shares of Common
Stock;

                           (iii) of any  reclassification of the Common Stock of
the Corporation (other than a
subdivision or combination of its outstanding  shares of Common Stock or a stock
dividend or stock  distribution  thereon),  or of any consolidation or merger of
the Corporation into or with another corporation; or

                           (iv)     of the Liquidation of the Corporation;

then the Corporation  shall cause to be filed at its principal  office or at the
office of the transfer agent of the Series B Preferred Stock, and shall cause to
be mailed to the holders of the Series B Preferred Stock at their last addresses
as shown on the records of the  Corporation or such transfer agent, at least ten
(10) days prior to the record  date  specified  in (A) below or twenty (20) days
before the date specified in (B) below, a notice stating:

                                    (A)     the  record  date  of  such
 dividend,  distribution,   subdivision  or
combination,  or,  if a record  is not to be  taken,  the  date as of which  the
holders of Common Stock of record to be entitled to such dividend, distribution,
subdivision or combination are to be determined, or

                                    (B)     the date on which  such
 reclassification,  consolidation,  merger,  or
Liquidation  is  expected  to become  effective,  and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reclassification, consolidation, merger, or Liquidation.

         5.       Optional Redemption of Series B Preferred Stock.

                  (a) At any time, the Company may redeem the Series B Preferred
Stock out of funds legally available therefor, in whole, or from time to time in
part and shall be in an amount with  respect to each share of Series B Preferred
Stock  equal  to (i) Ten  Thousand  Dollars  ($10,000)  per  share  (subject  to
appropriate  adjustment in the event of any Recapitalization  Events), plus (ii)
an amount  equal to all  dividends  accrued on such share of Series B  Preferred
Stock since the Original  Issue Date thereof but not yet paid  (including  those
which,  pursuant  to Section  1(c),  have been  added to and remain  part of the
Liquidation Price as of such time of determination),  whether or not such unpaid
dividends  have been earned or declared or there are any  unrestricted  funds of
the Corporation  legally available for the payment of dividends (the "Redemption
Price").  If only a part of the Series B Preferred Stock is to be redeemed,  the
redemption  shall be carried out pro rata  according  to the number of shares of
Series B Preferred Stock held by each holder subject to the  redemption.  In the
event of a  redemption  occurring  within one (1) year from the  Original  Issue
Date,  the  Redemption  Price  shall also  include  the  issuance of warrants to
purchase Common Stock (the "Warrants") as follows:

                           1. The term of the  Warrants  shall be two (2)  years
                           commencing on the date fixed for redemption and shall
                           be exercisable in whole or in part at any time during
                           the term;

                           2. The number of shares of Common  Stock  purchasable
                           upon the exercise of the Warrants shall be calculated
                           by multiplying the number of shares so redeemed times
                           fifty (50);

                           3. The purchase  price for each share of Common Stock
                           issuable  upon the  exercise  of the  Warrants  shall
                           equal  a sum  determined  by  averaging  the  closing
                           selling  price of one share of Common  Stock over the
                           thirty (30)  calendar  days  preceding the date fixed
                           for redemption (aa) in the  over-the-counter  market,
                           as such price is reported by the National Association
                           of  Securities  Dealers  through its NASDAQ system or
                           any successor  system, or (bb) if the Common Stock is
                           at the time  listed or  admitted  to  trading  on any
                           stock  exchange,  then as such  price  is  officially
                           quoted in the composite tape of  transactions on such
                           exchange; and

                           4. The  Warrants  shall  otherwise be in the form of,
                           and contain  the  provisions  set forth in,  attached
                           Annex A.

                  (b) The  Corporation  shall  provide  each  holder of Series B
Preferred Stock, with a written notice of redemption (addressed to the holder at
its  address  as it  appears  on the books of the  Corporation),  not later than
thirty (30) days before the date fixed for redemption.  The notice of redemption
shall specify (i) the date fixed for  redemption;  (iii ) the Redemption  Price;
(iv) the place the holders of Series B Preferred Stock may obtain payment of the
Redemption  Price, upon surrender of their  certificates;  and (v) the last date
(determined  pursuant to Section  4(a) hereof)  prior to the date of  redemption
that the right of conversion  of the Series B Preferred  Stock may be exercised.
If funds  of the  Corporation  are  legally  available  on the  date  fixed  for
redemption,  then  whether  or not  shares are  surrendered  for  payment of the
Redemption  Price,  the shares  shall no longer be  outstanding  and the holders
thereof shall cease to be shareholders  of the  Corporation  with respect to the
shares redeemed on and after the date fixed for redemption and shall be entitled
to receive the Redemption Price without interest upon the surrender of the share
certificate.  If less than all the shares represented by a share certificate are
to be redeemed,  the  Corporation  shall issue a new share  certificate  for the
shares not redeemed.

                  (c) The Redemption  Price shall be paid by the  Corporation in
cash to the holders of Series B Preferred Stock subject to redemption. If on the
date fixed for redemption funds of the Corporation  legally  available  therefor
shall be  insufficient  to  redeem  all the  shares  of the  series  of Series B
Preferred Stock required to be redeemed as provided herein,  funds to the extent
legally  available  shall be used for such purpose,  and the  Corporation  shall
effect such  redemption  pro rata  according to the number of shares of Series B
Preferred Stock held by each holder.

                  (d) If on  the  Redemption  Date,  funds  of  the  Corporation
legally  available  therefor shall be  insufficient  to redeem all the shares of
Series B Preferred  Stock required to be redeemed as provided  herein,  funds to
the extent legally  available shall be used for such purpose and the Corporation
shall  effect  such  redemption  pro rata  according  to the number of shares of
Series B  Preferred  Stock held by each  holder and the  Corporation  shall make
additional  partial  redemptions out of funds legally available for such purpose
beginning  thirty (30) days after the date fixed for  redemption and each thirty
(30) days thereafter until all shares of the Series B Preferred Stock subject to
redemption  have been  redeemed;  provided  that the right to  convert  any such
unredeemed  shares of Series B Preferred Stock shall continue to be available to
the  holders  of Series B  Preferred  Stock  until the last  full  business  day
preceding any such subsequent redemption as set forth herein.


                                                     /s/ Michael Silverman
Michael Silverman, President

                                 /s/ Dean Kernus
                                                     Dean Kernus, Secretary



         Michael  Silverman  declares under penalty of perjury under the laws of
the  State  of  California  that  he  has  read  the  foregoing  Certificate  of
Determination  and knows the  contents  thereof and that the same is true of his
own knowledge.

Dated: May  19, 2000                        /s/ Michael Silverman
                                            Michael Silverman

         Dean Kernus  declares  under  penalty of perjury  under the laws of the
State of California that he has read the foregoing  Certificate of Determination
and knows the contents thereof and that the same is true of his own knowledge.

Dated: May  19, 2000                        /s/ Dean Kernus
                                            Dean Kernus




<PAGE>


                                                      ANNEX A

Neither this Warrant nor the shares of Common Stock issuable hereunder have been
registered  under the Securities Act of 1933, the laws of California or the laws
of any other  state,  and neither may be sold or otherwise  transferred  without
such  registration or an opinion of counsel  satisfactory to the Company that an
exemption therefrom is available.

No. of Shares: _______                                 Warrant No. ____
                                                      WARRANT

                                            To Purchase Common Stock of

                                   ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.

                                    Expiring __________ (the "Expiration Date")
                                            (subject to the survival of
                                            certain provisions hereof)

         Pursuant to the terms of this Warrant Agreement,  ("Warrant"), ADVANCED
REMOTE COMMUNICATION  SOLUTIONS,  INC., a California corporation (the "Company")
for value received,  hereby grants to  ________________  ("Holder") the right to
purchase  at any time after the  Original  Issue Date and on or before 5:00 p.m.
Pacific  time on the  Expiration  Date,  ________  shares of Common Stock of the
Company, at the Purchase Price (as hereinafter  defined) payable in lawful money
of the United  States of America,  subject to the  provisions,  limitations  and
restrictions hereof. The number of shares of Common Stock purchasable  hereunder
and the Purchase  Price  therefor are subject to adjustment as  hereinafter  set
forth in Section 5.

         Section 1.  Certain  Definitions.  For all  purposes of this  Warrant
 the  following  terms shall have the
meanings indicated:

         "Basic Purchase Price" shall mean the initial  purchase price per share
of Common Stock set forth in Section 2.

         "Commission"  shall mean the Securities and Exchange  Commission or any
other Federal agency then administering the Securities Act.

         "Common Stock" shall mean the shares of the Company's authorized Common
Stock, no par value, as constituted at the Original Issue Date.

         "Original Issue Date" shall mean ____________.

         "Purchase  Price"  shall  mean the Basic  Purchase  Price or such Basic
Purchase Price as adjusted from time to time pursuant to the provisions hereof.

         "Securities  Act" shall mean the Securities Act of 1933, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

         "Warrant  Shares"  shall mean the shares of Common  Stock  purchased or
purchasable  by the  Holder  upon the  exercise  thereof  pursuant  to Section 3
thereof.

         All terms in this  Warrant  which are not defined in Section 1 have the
  meanings  respectively  set forth
therefor elsewhere in this Warrant.

         Section 2. Basic  Purchase  Price.  The Basic  Purchase  Price at
 which a holder may exercise this Warrant
shall be a price per share initially equal to ___________ ($___).

         Section 3.  Exercise of Warrant, Etc.

         3.1  Procedure  for  Exercise of Warrant.  To exercise  this Warrant in
whole or in part,  the  Holder  shall  deliver to the  Company at its  principal
executive offices in San Diego, California (or such other place or agency of the
Company in the Continental  United States as the Company may designate by notice
in writing to the Holder) (i) the Subscription Form attached hereto completed to
specify the number of shares of Common Stock as to which such Holder is electing
to exercise this Warrant,  (ii) cash or a certified or cashier's check,  payable
to the order of the Company,  in an amount equal to the then aggregate  Purchase
Price of the shares of Common Stock being purchased and (iii) this Warrant. Upon
the Company's  acceptance of such subscription (such acceptance to be acted upon
and effected (provided such election appears to be proper and issuance of shares
as a result of the election complies with applicable securities laws) within two
business days of receipt thereof),  such Holder shall be deemed to be the Holder
of record of the Common Stock issuable upon such exercise,  notwithstanding that
the  stock  transfer  books  of  the  Company  shall  then  be  closed  or  that
certificates representing such Common Stock shall not then be actually delivered
to such Holder,  and the Company shall, as promptly as  practicable,  and in any
event  within 5 business  days  thereafter,  execute or cause to be executed and
deliver to such Holder a certificate or certificates  representing the aggregate
number of shares of Common Stock specified in the Subscription  Form. Each stock
certificate so delivered  shall be in such  denomination  as may be requested by
the Holder and shall be registered  in the name of such Holder.  If this Warrant
shall  have been  exercised  only in part,  the  Company  shall,  at the time of
delivery of the stock certificate(s), deliver to Holder a new warrant evidencing
the rights of Holder to purchase the remaining Warrant Shares. The Company shall
pay all  expenses,  taxes and  other  charges  payable  in  connection  with the
preparation,  execution  and  delivery  of stock  certificates  pursuant to this
Section.

         3.2 Character of Warrant  Shares.  All shares of Common Stock  issuable
upon the  exercise of this Warrant  shall be duly  authorized,  validly  issued,
fully paid and  non-assessable;  and  without  limiting  the  generality  of the
foregoing,  the Company  covenants  and agrees that it will reserve a sufficient
number of shares of Common Stock for issuance upon exercise of this Warrant.

         Section 4.  Exchange and Replacement.

         (a) The Holder shall not transfer or assign this Warrant except in full
compliance with applicable  securities laws and, on request by the Company,  the
transferor shall furnish to the Company an opinion of the  transferor's  counsel
acceptable to the Company to the effect that the transfer is in compliance  with
such securities laws. Any attempted or purported  assignment or transfer of this
Warrant  without  compliance  with the preceding  sentence shall be void. In the
event of any transfer permitted by this Section 4, the Company shall register or
shall cause its agent to register  the  transfer  or  assignment  on its warrant
register upon  surrender of this Warrant,  duly  endorsed,  or  accompanied by a
written  instrument  of  transfer  duly  executed  by the  Holder or by the duly
appointed legal  representative or attorney thereof. On any such registration of
transfer,  the Company  shall issue a new warrant of like tenor,  in lieu of the
transferred or assigned Warrant.

         (b) Upon receipt by the Company of evidence reasonably  satisfactory to
it of the loss, theft,  destruction or mutilation of this Warrant,  and, in case
of loss, theft or destruction,  of indemnity or security reasonably satisfactory
to it, and upon surrender and  cancellation of this Warrant,  if mutilated,  the
Company  will make and  deliver a new  Warrant  of like  tenor,  in lieu of this
Warrant.  This  Warrant  shall be  promptly  canceled  by the  Company  upon the
surrender hereof in connection with any exchange or replacement.


<PAGE>



         Section 5.  Anti-Dilution Provision; Adjustment of Purchase Price.

         5.1  Adjustment of Purchase  Price and Number of Shares.  The number of
shares of Common Stock and Purchase  Price of the Common Stock issuable upon the
exercise of this Warrant  shall be subject to  adjustment  upon the happening of
certain events as follows:

                  (a)  Adjustments for Dividends in Stock. If the Company shall,
                  while this  Warrant  remains  in force,  declare or pay to its
                  common  stockholders a dividend  payable in any kind of shares
                  of stock or other  securities  of the Company,  the Holder who
                  thereafter  exercises the Warrant as herein  provided shall be
                  entitled to receive in addition to the shares of Common  Stock
                  as provided herein,  such additional shares or shares of stock
                  or other  securities as such Holder would have received in the
                  form of such dividend if it had been the shareholder of record
                  of such Common Stock on the record date for the  determination
                  of common stockholders entitled to receive such dividend,  and
                  the  Purchase  Price  in  effect  immediately  prior  to  such
                  distribution  shall be  adjusted  proportionately  so that the
                  aggregate  Purchase  Price for all  shares of Common  Stock or
                  other  securities  covered by this Warrant  immediately  after
                  such  distribution  shall be equal to the  aggregate  Purchase
                  Price  for the  shares  of  Common  Stock or other  securities
                  covered by this Warrant.

                  (b)  Adjustments for  Recapitalization.  If the Company shall,
                  while this Warrant remains in force, effect a recapitalization
                  of such  character  that the  shares of Common  Stock  covered
                  hereby  shall be  changed  into or become  exchangeable  for a
                  larger or smaller number of shares,  then the number of shares
                  of Common Stock which the Holder shall be entitled to purchase
                  hereunder,  shall be increased or  decreased,  as the case may
                  be, in direct  proportion  to the  increase or decrease in the
                  total number of shares of Common Stock which shall in the case
                  of  an   increase   in  the   number   of   shares   shall  be
                  proportionately  increased,  and in the case of a decrease  in
                  the  number  of  shares  be  proportionately  reduced  and the
                  Purchase   Price   in   effect   immediately   prior  to  such
                  recapitalization  shall  be  adjusted  proportionately  so the
                  aggregate  Purchase  Price for all  shares of Common  Stock or
                  other  securities  covered by this Warrant  immediately  after
                  such recapitalization shall be equal to the aggregate Purchase
                  Price  for the  shares  of  Common  Stock or other  securities
                  covered by this Warrant.

                  (c) Adjustment for Reorganization,  Merger or Transfer. If the
                  Company,  shall,  at any time  while this  Warrant  remains in
                  force,  consolidate or merge with, or shall transfer or convey
                  substantially  all its  assets to any other  person or entity,
                  the  Holder who  thereafter  exercises  the  Warrant as herein
                  provided  shall be entitled to  receive,  upon  payment of the
                  Purchase  Price,  that  number  of  shares  of  stock or other
                  securities or property of the corporation  resulting from such
                  consolidation  or merger or  transfer  to which  each share of
                  Common Stock  deliverable  upon exercise of this Warrant would
                  have  been  entitled  upon  such  consolidation  or  merger or
                  transfer,  had the  Holder  exercised  its  right to  purchase
                  hereunder and had such Holder been the  shareholder  of record
                  at the time of consolidation, merger or transfer.

                  (d) Adjustment  for Stock Splits and Reverse Stock Splits.  If
                  the  Company,  while  this  Warrant  remains  in force,  shall
                  subdivide  its  outstanding  shares  of  Common  Stock  into a
                  greater number of shares,  the Purchase Price shall thereby be
                  proportionately  decreased and the number of shares receivable
                  upon exercise of this Warrant shall thereby be proportionately
                  increased;  conversely,  if at any  time  while  this  Warrant
                  remains in force,  the outstanding  number of shares of Common
                  Stock of the Company shall be combined  into a smaller  number
                  of shares,  the Purchase Price in effect  immediately prior to
                  such combination  shall be  proportionately  increased and the
                  number of shares of Common Stock  receivable  upon exercise of
                  this Warrant shall be proportionately decreased.

         5.2 Notice.  Upon each  adjustment of the Purchase  Price and upon each
change in the number of shares of Common  Stock  issuable  upon the  exercise of
this  Warrant,  and in the event of any  change in the  rights of the  Holder by
reason of other events herein set forth, then and in each such case, the Company
will promptly send Holder a notice  stating the adjusted  Purchase Price and the
new  number of shares so  issuable,  or  specifying  the other  shares of stock,
securities  or assets  and the  amount  thereof  receivable  as a result of such
change  in  rights,  and  setting  forth in  reasonable  detail  the  method  of
calculation and the facts upon which such calculation is based.

         5.3 No Fractional  Shares.  No fractional shares shall be issuable upon
exercise of the Warrants,  and the number of shares of Common Stock to be issued
shall be rounded to the  nearest  whole  share.  If any  fractional  interest in
Common  Stock  would,  except for the  provisions  of this  Subsection  5.3,  be
deliverable  upon  exercise,  then the  Company  shall  pay to the  Holder  upon
exercise an amount of cash equal to the current market value of such  fractional
interest.

         5.4  Reservation of Stock Issuable Upon Exercise.  The Company 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 exercise of this Warrant
such  number  of its  shares  of  Common  Stock  as shall  from  time to time be
sufficient to effect the full  exercise of this Warrant;  and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the full  exercise of this  Warrant,  then the Company  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. Special Agreements of the Company.  The Company covenants
 and agrees that:

         6.1 Will Avoid Certain  Actions.  The Company will not, by amendment of
its Articles of Incorporation or through any reorganization, transfer of assets,
consolidation,  merger,  issue or sale of securities  or otherwise,  avoid to or
take any  action  which  would  have the effect of  voiding  the  observance  or
performance  of any of the terms to be observed or  performed  hereunder  by the
Company,  but will at all times in good faith  assist in carrying out all of the
provisions of this Warrant.

         6.2 Notices of Certain  Events.  The Company agrees to review its stock
ledgers,  stock transfer books and other corporate records periodically (and not
less often than once in each calendar quarter) in order to determine whether the
Holder is or shall have become,  solely due to its  ownership  of this  Warrant,
directly or indirectly, the beneficial owner of more than such percentage of any
class of its equity  securities  (as defined in the  Securities  Exchange Act of
1934)  as shall  cause  such  Holder  to be  required  to make  any  filings  or
declarations  to the  Company,  the  Securities  and  Exchange  Commission,  any
national  securities  exchange or any other party  pursuant to the provisions of
the Securities Exchange Act of 1934 or any comparable federal statute.

         6.3 Will  Bind  Successors.  This  Warrant  shall be  binding  upon any
corporation, person or entity succeeding to the Company by merger, consolidation
or acquisition of all or substantially all of the Company's assets.

Section 7.  Notification by the Company.  in case at any time:

         (1) there shall be proposed any other transaction of a type referred to
in Section 5; or

         (2) there  shall be proposed a voluntary  or  involuntary  dissolution,
         liquidation or winding-up of the Company;

then, in any one or more of such cases, the Company shall give written notice to
the Holder of the date on which (a) the books of the  Company  shall  close or a
record shall be taken for such dividend,  distribution,  subscription rights, or
other transaction, and (b) such reorganization, reclassification, consolidation,
merger, sale,  dissolution,  other transaction,  liquidation or winding-up shall
take place,  as the case may be. Such notice  shall also  specify the date as of
which the holders of Common Stock of record shall  participate in such dividend,
distribution  or  subscription  rights,  or shall be entitled to exchange  their
Common Stock for, or receive in respect of their  Common  Stock,  securities  or
other  property   deliverable   upon  such   reorganization,   reclassification,
consolidation,  merger, sale, dissolution,  other transaction,  liquidation,  or
winding-up, as the case may be. Such written notice shall be given not less than
ten (10) and not more than sixty (60) days prior to the action in  question  and
not less  than ten (10)  days and not more than  sixty  (60)  days  prior to the
record  date or the date on which the  Company's  transfer  books are  closed in
respect thereto and such notice may state that the record date is subject to the
effectiveness  of a registration  statement  under the  Securities  Act, or to a
favorable vote of stockholders, if either is required.

         Section 8. Notices.  Any notice or other document required or permitted
to be given or delivered to the Holder  hereof shall be delivered at, or sent by
certified or registered mail to the address of the Holder as is set forth in the
stock records of the Company, or such other address as shall have been furnished
in  writing  to the  Company by any such  Holder.  Any notice or other  document
required or permitted to be given or delivered to the Company shall be delivered
at, or sent by  certified or  registered  mail to, the  principal  office of the
Company, at 10675 Sorrento Valley Road, Suite 200, San Diego,  California 92121,
Attention:  President,  or such other  address as shall have been  furnished  in
writing to the Holder by the Company.

         Section 9. No Rights as  Stockholder;  Limitation  of  Liability.  This
Warrant  shall  not  entitle  the  Holder  hereof  to  any of  the  rights  of a
stockholder of the Company,  except as otherwise  provided herein.  No provision
hereof,  in the absence of  affirmative  action by the Holder hereof to purchase
shares  of  Common  Stock,  and no mere  enumeration  herein  of the  rights  or
privileges of the Holder hereof, shall give rise to any liability of such Holder
for the Purchase Price or as a stockholder of the Company whether such liability
is asserted by the Company or by creditors of the Company.

         Section 10. Law  Governing.  This Warrant  shall be governed by, and
construed and enforced in accordance
with, the laws of the State of California.

         Section 11. Miscellaneous. This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party (or any  predecessor  in  interest  thereof)  against  which
enforcement of the same is sought. The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.

         Section 12. Investment Representation.  The Holder by acceptance hereof
represents  and  warrants to the Company  that this Warrant and the Common Stock
issuable upon exercise  thereof are being acquired for  investment  only and not
with a view  towards  resale or  further  distribution.  Holder  represents  and
warrants  that Holder is familiar  with the  business and affairs of the Company
and  has had  access  to all  information  and  materials  requested  by  Holder
concerning the Company.

         Section 13. Indemnification.  The Holder by acceptance hereof agrees to
indemnify,  defend and hold the Company,  its  officers,  directors,  attorneys,
accountants and corporate  agents  ("Indemnitee")  harmless  against any and all
losses, claims, demands,  damages, or liabilities to which Indemnitee may become
subject under the Securities  Act, or any state  securities law, which arise out
of or are based  upon the  disposition  by the  Holder,  or the shares of Common
Stock  issued upon  exercise  hereof,  in violation  of the  provisions  of this
Warrant.

         IN WITNESS WHEREOF,  ADVANCED REMOTE  COMMUNICATION  SOLUTIONS,  INC
 has caused this Warrant to be signed
by its duly authorized officer, and to be dated as of the Original Issue Date.

                                     ADVANCED REMOTE COMMUNICATION SOLTUIONS,
                                        INC.



By:

                                         Name:

                                         Its: _____________________________