<PAGE>

                                                                     EXHIBIT 4.2


                AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                      OF

                        CALIFORNIA PIZZA KITCHEN, INC.


                                       I

          The name of this corporation is CALIFORNIA PIZZA KITCHEN, INC. and is
sometimes referred to herein as the "Corporation."

                                      II

          The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                      III

          A.   Designation of Capital Stock. The Corporation is authorized to
               ----------------------------
issue two classes of common stock designated respectively "Class A Common
Stock" and "Class B Common Stock" and one class of preferred stock designated as
"Class A Preferred Stock." Class A Common Stock and Class B Common Stock are
sometimes hereinafter collectively referred to as "Common Stock."  Class A
Preferred Stock is sometimes hereinafter referred to as "Preferred Stock."

          B.   Number of Authorized Shares. The total number of shares of Class
               ---------------------------
A Common Stock authorized to be issued is 40,000,000. The total number of shares
of Class B Common Stock authorized to be issued is 40,000,000. The total number
of shares Class A Preferred Stock authorized to be issued is 40,000,000.

          C.   Class A and Class B Common Stock. The par value of both of the
               --------------------------------
Class A Common Stock and Class B Common Stock is $.01 per share. Except as
otherwise provided herein, all shares of Class A Common Stock and Class B Common
Stock will be identical and will entitle the holders thereof to the same rights
and privileges.

               1. Dividends. Holders of Common Stock will be entitled to receive
                  ---------
such dividends as may be declared by the Board of Directors, provided that if
                                                             --------
dividends are declared which are payable in shares of Class A Common Stock or
Class B Common Stock, dividends will be declared which are payable at the same
rate on each class of Common Stock, and the dividends payable in shares of Class
A Common Stock will be payable to holders of Class A Common Stock and the
dividends payable in shares of Class B Common Stock will be payable to holders
of Class B Common Stock.

               2. Conversion. Each record holder of Class A Common Stock will be
                  ----------
entitled to convert any or all of such holder's Class A Common Stock into the
same number of shares of Class B Common Stock, and each record holder of Class B
Common Stock will be entitled to convert any or all of the shares of such
holder's Class B Common
<PAGE>

Stock into the same number of shares of Class A Common Stock, provided that at
the time of conversion of shares of Class B Common Stock into shares of Class A
Common Stock such holder would be permitted, pursuant to applicable law, to
hold the total number of shares of Class A Common Stock such holder would hold
after giving effect to such conversion. The delivery to the Corporation of a
certificate from a holder of shares of Class B Common Stock who wishes to
convert such shares into shares of Class A Common Stock, which certificate is to
the effect that in the good faith judgment of such holder such holder is
permitted, pursuant to applicable law, to hold the total number of shares of
Class A Common Stock which such holder would hold after giving effect to such
conversion, shall be conclusive and binding on the Corporation.

          Each conversion of shares of one class of Common Stock into shares of
another class of Common Stock will be effected by the surrender of the
certificate or certificates representing the shares to be converted at the
principal office of the Corporation at any time during normal business hours,
together with a written notice by the holder of such shares stating the number
of shares that any such holder desires to convert into the other class of Common
Stock. Such conversion will be deemed to have been effected as of the close of
business on the date on which such certificate or certificates have been
surrendered and such notice has been received by the Corporation, and at such
time the rights of any such holder with respect to the converted class of Common
Stock will cease and the person or persons in whose name or names the
certificate or certificates for shares of the other class of Common Stock are to
be issued upon such conversion will be deemed to have become the holder or
holders of record of the shares of such other class of Common Stock represented
thereby.

          Promptly after such surrender and the receipt by the Corporation of
the written notice from the holder hereinbefore referred to, the Corporation
will issue and deliver in accordance with the surrendering holder's instructions
the certificate or certificates for the other class of Common Stock issuable
upon such conversion and a certificate representing any shares of Common Stock
which were represented by the certificate or certificates delivered to the
Corporation in connection with such conversion but which were not converted. The
issuance of certificates for the other class of Common Stock upon conversion
will be made without charge to the holder or holders of such shares for any
issuance tax (except stock transfer taxes) in respect thereof or other cost
incurred by the Corporation in connection with such conversion.

          3.  Transfers.  The Corporation will not close its books against the
              ---------
transfer of any share of Common Stock, or of any share of Common Stock issued or
issuable upon conversion of shares of the other class of Common Stock, in any
manner that would interfere with the timely conversion of such shares of Common
Stock.

          4.  Subdivision and Combinations of Shares. If the Corporation in any
              --------------------------------------
manner subdivides or combines the outstanding shares of any class of Common
Stock, the outstanding shares of the other class of Common Stock will be
proportionately subdivided or combined.

          5.  Reservation of Shares for Conversion. So long as any shares of any
              ------------------------------------
class of Common Stock are outstanding, the Corporation will at all times reserve
and keep available out of its authorized but unissued shares of Class A Common
Stock and Class

                                      -2-
<PAGE>

B Common Stock (or any shares of Class A Common Stock or Class B Common Stock
which are held as treasury shares), the number of shares sufficient for issuance
upon conversion.

          6.    Distribution of Assets. In the event of the voluntary or
                ----------------------
involuntary liquidation, dissolution or winding up of the Corporation, holders
of Common Stock will be entitled to receive all of the remaining assets of the
Corporation available for distribution to its stockholders after all amounts to
which the holders of any Preferred Stock are entitled have been paid or set
aside in cash for payment.

          7.    Voting Rights. The holders of Class A Common Stock shall have
                -------------
the general right to vote for all purposes, including the election of directors,
as provided by law. Each holder of Class A Common Stock shall be entitled to one
vote for each share thereof held. Except as otherwise required by law, the
holders of Class B Common Stock shall have no voting rights.

          8.    Merger, etc. In connection with any merger, consolidation, or
                -----------
recapitalization (other than the merger contemplated by the Agreement and Plan
of Merger, dated as of July 1, 1997, as amended, among the Corporation and the
other parties thereto) in which holders of Class A Common Stock generally
receive, or are given the opportunity to receive, consideration for their shares
(a) all holders of Class B Common Stock shall be given the opportunity to
receive the same form of consideration for their shares as is received by
holders of Class A Common Stock and (b) holders of Class B Common Stock shall be
entitled to receive the same amount of consideration per share as received by
holders of Class A Common Stock.

      D.  Class A Preferred Stock.
          -----------------------

          1.    Issue in Series. Shares of Class A Preferred Stock may be issued
                ---------------
from time to time in one or more series, each such series to have the terms
stated herein or in a resolution of the Board of Directors of the Corporation
providing for its issue. All shares of any one series of Class A Preferred Stock
will be identical, but shares of different series of Class A Preferred Stock
need not be identical or rank equally except insofar as provided by law or
herein.

          2.    Creation of Series. The Board of Directors will have authority
                ------------------
by resolution to cause to be created one or more series of Class A Preferred
Stock and to determine and fix with respect to each such series prior to the
issuance of any shares of the series to which such resolution relates:

          (i)   The distinctive designation of the series and the number of
shares which will constitute the series, which number may be increased or
decreased (but not below the number of shares then outstanding) from time to
time by action of the Board of Directors;

          (ii)  The dividend rate and the times of payment of dividends on the
shares of the series, whether dividends will be cumulative, and if so, from what
date or dates;

          (iii) The price or prices at which, and the terms and conditions on
which, the shares of the series may be redeemed at the option of the
Corporation;

                                      -3-
<PAGE>

          (iv)   Whether or not the shares of the series will be entitled to the
benefit of a retirement or sinking fund to be applied to the purchase or
redemption of such shares and, if so entitled, the amount of such fund and the
terms and provisions relative to the operation thereof;

          (v)    Whether or not the shares of the series will be convertible
into, or exchangeable for, any other shares of stock of the Corporation or other
securities, and if so convertible or exchangeable, the conversion price or
prices, or the rates of exchange, and any adjustments thereof, at which such
conversion or exchange may be made, and any other terms and conditions of such
conversion or exchange;

          (vi)   The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;

          (vii)  Whether or not the shares of the series will have priority over
or be on a parity with or be junior to the shares of any other series or class
in any respect or will be entitled to the benefit of limitations restricting the
issuance of shares of any other series or class having priority over or being on
a parity with the shares of such series in any respect, or restricting the
payment of dividends on or the making of other distributions in respect of
shares of any other series or class ranking junior to the shares of the series
as to dividends or assets, or restricting the purchase or redemption of the
shares of any such junior series or class, and the terms of any such
restriction;

          (viii) Whether the series will have voting rights, in addition to any
voting rights provided by law, and, if so, the terms of such voting rights; and

          (ix)   Any other preferences, qualifications, privileges, options and
other relative or special rights and limitations of that series.

          3.     Dividends. Holders of Class A Preferred Stock shall be entitled
                 ---------
to receive, when and as declared by the Board of Directors, out of funds legally
available for the payment thereof, dividends at the rates fixed for the
respective series, and no more, before any dividends shall be declared and paid,
or set apart for payment, on Common Stock with respect to the same dividend
period.

          4.     Preference on Liquidation. In the event of the voluntary or
                 -------------------------
involuntary liquidation, dissolution or winding up of the Corporation, holders
of each series of Class A Preferred Stock created will be entitled to receive
the amount fixed for such series plus, in the case of any series on which
dividends are cumulative, an amount equal to all dividends accumulated and
unpaid thereon to the date of final distribution whether or not earned or
declared before any distribution shall be paid, or set aside for payment, to
holders of Common Stock. If the assets of the Corporation are not sufficient to
pay such amounts in full, holders of all shares of such Class A Preferred Stock
will participate in the distribution of assets ratably in proportion to the full
amounts to which they are entitled or in such order or priority, if any, as will
have been fixed for the series of Class A Preferred Stock. Neither the merger
nor consolidation of the Corporation into or with any other corporation, nor a
sale, transfer or lease of all or part of its assets, will be deemed a
liquidation, dissolution or winding up of the Corporation within the meaning of
this paragraph except to the extent specifically provided for herein.

                                      -4-
<PAGE>

          (5)  Redemption. The Corporation, at the option of the Board of
               ----------
Directors, may redeem all or part of the shares of any series of Class A
Preferred Stock on the terms and conditions fixed for such series.


                                      IV

     The liability of the directors of this Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

     This Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the General Corporation Law of the State of
California) for breach of duty to the Corporation and its shareholders through
bylaw provisions or through agreements with the agents, or both, in excess of
the indemnification otherwise permitted by Section 317 of the General
Corporation Law of the State of California, subject to the limits on such excess
indemnification set forth in Section 204 of the General Corporation Law of the
State of California. Any repeal or modification of the provisions of this
Article IV shall not adversely affect any rights or protections to which the
corporation's directors, officers or agents were entitled prior to such repeal
or modification.

                                      -5-
<PAGE>

                      CERTIFICATE OF DETERMINATION FOR
            SERIES A 12 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK
        AND SERIES B 13 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK

                                      OF

                        CALIFORNIA PIZZA KITCHEN, INC.

To the Secretary of State
State of California

         Pursuant to the provisions of Section 401 of the General Corporation
Law of the State of California, the undersigned officers of the corporation
hereinafter named (the "Corporation") do hereby certify as follows:

         (1) The name of the Corporation is California Pizza Kitchen, Inc.

         (2) The following is a copy of the resolution adopted by the Board of
Directors of the Corporation pursuant to the authority given to the Board of
Directors by the Corporation's Articles of Incorporation:

         RESOLVED, that, pursuant to Article III, Section D of the Articles of
Incorporation, as amended (which authorizes the creation and issuance of shares
of Class A Preferred Stock on such terms as are determined by the Board of
Directors), the Board of Directors hereby fixes the designations, rights,
preferences, privileges, restrictions and limitations of the following two
series of Class A Preferred Stock:

         A.  Series A Class A Preferred Stock.
             --------------------------------

             1.  Designation of Series. The first series of Class A Preferred
                 ---------------------
Stock shall be designated as Series A 12 1/2% Cumulative Compounding
Preferred Stock ("Series A Preferred Stock"), and the number of shares which
                  ------------------------
shall constitute such series shall be 10,101,010. The par value of Series A
Preferred Stock shall be $.01 per share.

             2.  Rank. With respect to dividend rights and rights on
                 ----
liquidation, winding up and dissolution of the Corporation, Series A Preferred
Stock shall rank (a) senior to (i) the Class A Common Stock of the Corporation,
par value $.01 per share ("Class A Common Stock"), the Class B Common Stock of
                           --------------------
the Corporation, par value $.01 per share ("Class B Common Stock"), the Series B
                                            --------------------
Preferred Stock (defined in paragraph B(l) below) of the Corporation,and (ii)
each other class of capital stock or class or series of preferred stock issued
by the Corporation after the date hereof the terms of which specifically provide
that such class or series shall rank junior to Series A Preferred Stock as to
dividend distributions or distributions upon the liquidation, winding up and
dissolution of the Corporation (each of the securities in clauses (i) and (ii)
collectively referred to as "Series A Junior Securities"), (b) on a parity with
                             --------------------------
each other class of capital stock or class or series of preferred stock issued
by the Corporation after the date hereof the terms of which do not specifically
provide that they rank junior to Series A Preferred Stock or senior to Series A
Preferred Stock as to


<PAGE>

dividend distributions or distributions upon liquidation, winding up and
dissolution of the Corporation (collectively referred to as "Series A Parity
                                                             ---------------
Securities"), and (c) junior to each other class of capital stock or other class
----------
or series of preferred stock issued by the Corporation after the date hereof the
terms of which specifically provide that such class or series shall rank senior
to Series A Preferred Stock as to dividend distributions or distributions upon
the liquidation, winding up and dissolution of the Corporation (collectively
referred to as "Series A Senior Securities").
                --------------------------

              3.   Dividends.
                   ---------

                   (a)   Each Holder (as defined in paragraph C) of Series A
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available therefor, cash dividends on
each share of Series A Preferred Stock at a rate equal to $0.2387 per share per
annum. All dividends shall be cumulative, whether or not earned or declared, and
shall accrue on a daily basis from the date of issuance of Series A Preferred
Stock, and shall be payable annually in arrears on each Dividend Payment Date
(as defined in paragraph C), commencing on the second Dividend Payment Date
after the date of issuance of such Series A Preferred Stock. Each dividend on
Series A Preferred Stock shall be payable to the Holders of record of Series A
Preferred Stock as they appear on the stock register of the Corporation on such
record date as may be fixed by the Board of Directors, which record date shall
not be less than ten nor more than 60 days prior to the applicable Dividend
Payment Date. Dividends shall cease to accrue in respect of shares of Series A
Preferred Stock on the date of their repurchase by the Corporation unless the
Corporation shall have failed to pay the relevant repurchase price on the date
fixed for repurchase. Notwithstanding anything to the contrary set forth above,
unless and until such dividends are declared by the Board of Directors, there
shall be no obligation to pay such dividends in cash; provided, that such
dividends shall continue to cumulate and shall be paid at the time of repurchase
as provided herein if not earlier declared and paid. Accrued dividends on the
Series A Preferred Stock if not paid on the first or any subsequent Dividend
Payment Date following accrual shall thereafter accrue additional dividends
("Additional Dividends") in respect thereof, compounded annually, at the rate of
  --------------------
14 1/2% per annum.

                   (b)   All dividends paid with respect to shares of Series A
Preferred Stock pursuant to paragraph A(3)(a) shall he paid pro rata to the
Holders entitled thereto.

                   (c)   Dividends on account of arrears for any past Dividend
Period and dividends in connection with any optional redemption pursuant to
paragraph A(5)(a) may be declared and paid at any time, without reference to any
regular Dividend Payment Date, to the Holders of record on any date as may be
fixed by the Board of Directors, which date is not more than 30 days prior to
the payment of such dividends.

                   (d)   No full dividends shall be declared by the Board of
Directors or paid or funds set apart for the payment of dividends or other
distributions on any Series A Parity Securities for any period, and no Series A
Parity Securities may be repurchased, redeemed or otherwise retired, nor may
funds be set apart for such payment, unless (i) full Accumulated Dividends have
been paid or set apart for such payment on the Series A Preferred Stock and
Series A Parity Securities for all Dividend

                                       2

<PAGE>

Periods terminating on or prior to the date of payment of such full dividends or
distributions on, or such repurchase or redemption of, such Series A Parity
Securities (the "Series A Parity Payment Date") and (ii) an amount equal to a
                 ----------------------------
prorated dividend on the Series A Preferred Stock and Series A Parity Securities
at the customary dividend rates for such securities for the period from the
Dividend Payment Date immediately prior to the Series A Parity Payment Date to
the Series A Parity Payment Date have been paid or set apart for payment. In the
event that such dividends are not paid in full or set apart for payment with
respect to all outstanding shares of Series A Preferred Stock and of any Series
A Parity Securities and funds available for payment of dividends shall be
insufficient to permit payment in full to the holders of all such stock of the
full preferential amounts to which they are then entitled, then the entire
amount available for payment of dividends shall be distributed ratably among all
such holders of Series A Preferred Stock and of any Series A Parity Securities
in proportion to the full amount to which they would otherwise be respectively
entitled.

                   (e)   The Holders shall be entitled to receive the dividends
provided for in paragraph A(3)(a) hereof in preference to and in priority over
any dividends, upon any of the Series A Junior Securities. Such dividends on the
Series A Preferred Stock shall be cumulative, whether or not earned or declared,
so that if at any time full Accumulated Dividends on all shares of Series A
Preferred Stock then outstanding have not been paid for all Dividend Periods
then elapsed and a prorated dividend on the Series A Preferred Stock at the rate
aforesaid from the Dividend Payment Date immediately preceding the Series A
Junior Payment Date (as defined below) to the Series A Junior Payment Date have
not been paid or set aside for payment, the amount of such unpaid dividends
shall be paid before any sum shall be set aside for or applied by the
Corporation to the purchase, redemption or other acquisition for value of any
shares of Series A Junior Securities (either pursuant to any applicable sinking
fund requirement or otherwise) or any dividend or other distribution shall be
paid or declared and set apart for payment on any Series A Junior Securities
(the date of any such actions to be referred to as the "Series A Junior Payment
                                                        -----------------------
Date"); provided, however, that the foregoing shall not prohibit the Corporation
----    --------  -------
from repurchasing shares of Series A Junior Securities from a Holder who is, or
was, a director or employee of the Corporation (or a subsidiary of the
Corporation).

                   (f)   Dividends payable on Series A Preferred Stock for any
period less than one year shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and the actual number of days elapsed in the
period for which such dividends are payable.

                   (g)   The Corporation shall not claim any deduction from
gross income for dividends paid on Series A Preferred Stock in any Federal
income tax return, claim for refund, or other statement, report or submission
made to the Internal Revenue Service, and shall make any election or take any
similar action to effectuate the foregoing except, in each case, if there shall
be a change in law such that the Corporation may claim such dividends as
deductions from gross income without affecting the ability of the Holders to
claim the dividends received deduction under Section 243(a)(1) of the Internal
Revenue Code of 1986, as amended (the "Code") (or any successor provision). At
                                       ----
the reasonable request of any Holder (and at the expense of such Holder), the
Corporation shall join in the submission to the Internal Revenue Service of a
request for a ruling that the dividends paid on Series A Preferred Stock shall
be eligible for the dividends received deduction under Section 243(a)(1) of the

                                       3
<PAGE>

Code (or any successor provision). In addition, the Corporation shall cooperate
with any Holder (at the expense of such Holder) in any litigation, appeal or
other proceeding relating to the eligibility for the dividends received
deduction under Section 243(a)(1) of the Code (or any successor provision) of
any dividends (within the meaning of Section 316(a) of the Code or any successor
provision) paid on Series A Preferred Stock. To the extent possible, the
principles of this paragraph A(3)(g) shall also apply with respect to state and
local income taxes.

              4.   Liquidation Preference.
                   ----------------------

                   (a)   Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the Holders of all shares of
Series A Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders an
amount in cash equal to $1.9095 in cash per share, plus an amount equal to full
cumulative dividends (whether or not earned or declared) accrued and unpaid
thereon, including Additional Dividends, to the date of final distribution and
no more, before any distribution is made on any Series A Junior Securities. If
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the application of all amounts available for payments with respect
to Series A Preferred Stock and all other Series A Parity Securities would not
result in payment in full of Series A Preferred Stock and such other Series A
Parity Securities, the Holders and holders of Series A Parity Securities shall
share equally and ratably in any distribution of assets of the Corporation in
proportion to the full liquidation preference to which each is entitled. After
payment in full pursuant to this paragraph A(4)(a), the Holders shall not be
entitled to any further participation in any distribution in the event of
liquidation, dissolution or winding up of the affairs of the Corporation.

                   (b)   For the purposes of this paragraph A(4), neither the
voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation nor the consolidation, merger or other business
combination of the Corporation with one or more corporations shall be deemed to
be a voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, unless such sale, conveyance, exchange or transfer is in connection
with a dissolution or winding up of the business of the Corporation; provided,
                                                                     --------
however, that any consolidation or merger of the Corporation in which the
-------
Corporation is not the surviving entity shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation within the meaning
of this paragraph A(4) if, (i) in connection therewith, the holders of Common
Stock of the Corporation receive as consideration, whether in whole or in part,
for such Common Stock (1) cash, (2) notes, debentures or other evidences of
indebtedness or obligations to pay cash or (3) preferred stock of the surviving
entity (whether or not the surviving entity is the Corporation) which ranks on a
parity with or senior to the preferred stock received by holders of the Series A
Preferred Stock with respect to liquidation or dividends or (ii) the holders of
the Series A Preferred Stock do not receive preferred stock of the surviving
entity with rights, powers and preferences equal to (or more favorable to the
holders than) the rights, powers and preferences of the Series A Preferred
Stock.

                                       4
<PAGE>

                    5.   Redemption.
                         ----------

                         (a)  Optional Redemption.
                              -------------------

                              (i)   The Corporation may, at its option, redeem
at any time or from time to time, from any source of funds legally available
therefor, in whole or in part, in the manner provided in paragraph A(5)(c)
hereof, any or all of the shares of Series A Preferred Stock, at a redemption
price per share of $1.9095 per share, plus an amount equal to full cumulative
dividends (whether or not earned or declared) accrued and unpaid thereon,
including Additional Dividends, to the Redemption Date (as defined in
paragraph C).

                              (ii)  No partial redemption of Series A Preferred
Stock pursuant to paragraph A(5)(a) hereof may be authorized or made unless
prior thereto, full accrued and unpaid dividends thereon for all Dividend
Periods terminating on or prior to the Redemption Date and an amount equal to a
prorated dividend thereon for the period from the Dividend Payment Date
immediately prior to the Redemption Date to the Redemption Date have been or
immediately prior to the Redemption Notice are declared and paid in cash or are
declared and there has been a sum set apart sufficient for such cash payment on
the Redemption Date.

                              (iii) In the event of a redemption pursuant to
paragraph A(5)(a) hereof of only a portion of the then outstanding shares of
Series A Preferred Stock, the Corporation shall effect such redemption pro rata
according to the number of shares held by each Holder of Series A Preferred
Stock.

                         (b)  Mandatory Redemption.  All outstanding shares of
                              --------------------
the Series A Preferred Stock shall be redeemed from funds legally available
therefor on January 15, 2008 (the "Mandatory Redemption Date"), at a price per
                                   -------------------------
share equal to $1.9095 plus an amount per share equal to full cumulative
dividends (whether or not earned or declared) accrued and unpaid thereon,
including Additional Dividends, to the Mandatory Redemption Date.

                         (c)  Procedures for Redemption.
                              -------------------------

                              (i)   At least 30 days and not more than 60 days
prior to the date fixed for any redemption of Series A Preferred Stock, written
notice (the "Redemption Notice") shall be given by first class mail, postage
             -----------------
prepaid, to each Holder of record of Series A Preferred Stock on the record date
fixed for such redemption of Series A Preferred Stock at such Holder's address
as set forth on the stock register of the Corporation on such record date;
provided that no failure to give such notice nor any deficiency therein shall
affect the validity of the procedure for the redemption of any shares of
Series A Preferred Stock to be redeemed except as to the Holder or Holders to
whom the Corporation has failed to give said notice or except as to the Holder
or Holders whose notice was defective. In addition to any information required
by law or by the applicable rules of any exchange upon which shares of Series A
Preferred Stock may be listed or admitted to trading, the Redemption Notice
shall state:

                                    (A)  the redemption price;

                                       5
<PAGE>

                                    (B)  whether all or less than all of the
outstanding shares of Series A Preferred Stock redeemable thereunder are to be
redeemed and the aggregate number of shares of Series A Preferred Stock being
redeemed;

                                    (C)  the number of shares of Series A
Preferred Stock held, as of the appropriate record date, by the Holder that the
Corporation intends to redeem;

                                    (D)  the Redemption Date;

                                    (E)  that the Holder is to surrender to the
Corporation, at the place or places where certificates for shares of Series A
Preferred Stock are to be surrendered for redemption, in the manner and at the
price designated, his, her or its certificate or certificates representing the
shares of Series A Preferred Stock to be redeemed; and

                                    (F)  that dividends on the shares of Series
A Preferred Stock to be redeemed shall cease to accumulate on such Redemption
Date unless the Corporation defaults in the payment of the redemption price.

          Upon the mailing of any such Redemption Notice, the Corporation shall
become obligated to redeem, on the Redemption Date specified therein, all shares
of Series A Preferred Stock called for redemption.

                              (ii)  Each Holder shall surrender the certificate
or certificates representing such shares of Series A Preferred Stock being so
redeemed to the Corporation, duly endorsed, in the manner and at the place
designated in the Redemption Notice, and on the Redemption Date the full
redemption price for such shares shall be payable in cash to the Person whose
name appears on such certificate or certificates as the owner thereof, and each
surrendered certificate shall be canceled and retired. In the event that less
than all of the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.

                              (iii) If a Redemption Notice has been mailed in
accordance with paragraph A(5)(c) above, unless the Corporation defaults in the
payment in full of the redemption price, dividends on Series A Preferred Stock
called for redemption shall cease to accumulate on the Redemption Date, and the
Holders of such redemption shares shall cease to have any further rights with
respect thereto on the Redemption Date, other than the right to receive the
redemption price without interest.

                    6.   Voting Rights.
                         -------------

                         (a)  The Holders shall not be entitled or permitted
to vote on any matter required or permitted to be voted upon by the shareholders
of the Corporation, except as otherwise required by California law or these
Articles of Incorporation and except that without the written consent of the
holders of a majority of the outstanding shares of Series A Preferred Stock or
the vote of the holders of a majority of the outstanding shares of Series A
Preferred Stock at a meeting of the holders of Series A Preferred Stock called
for such purpose, the Corporation shall not

                                       6
<PAGE>

(a) create, authorize or issue any other class or series of stock entitled to a
preference prior to Series A Preferred Stock upon any dividend or distribution
or any liquidation, distribution of assets, dissolution or winding up of the
Corporation, or increase the authorized amount of any such other class or
series, or (b) amend, alter or repeal any provision of the Corporation's
Articles of Incorporation so as to adversely affect the relative rights and
preferences of the Series A Preferred Stock; provided, however that any such
                                             --------  -------
amendment that changes the dividend payable on, or liquidation preference of,
the Series A Preferred Stock shall require the affirmative vote of the holder of
each share of Series A Preferred Stock at a meeting of such holders called for
such purpose or the written consent of the holder of each share of Series A
Preferred Stock.

                         (b)  In any case in which the Holders shall be entitled
to vote, each Holder shall be entitled to one vote for each share of Series A
Preferred Stock held unless otherwise required by applicable law.

                    7.   Conversion or Exchange.  The Holders shall not have any
                         ----------------------
rights hereunder to convert such shares into or exchange such shares for shares
of any other class or classes or of any other series of any class or classes of
Capital Stock of the Corporation.

                    8.   Reissuance of Series A Preferred Stock.  Shares of
                         --------------------------------------
Series A Preferred Stock which have been issued and reacquired in any manner,
including shares purchased, redeemed or exchanged, shall have the status of
authorized and unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors or as part of any other series of Preferred Stock, all
subject to the conditions or restrictions on issuance set forth in any
resolution or resolutions adopted by the Board of Directors providing for the
issuance of any series of Preferred Stock; except that the Corporation may
reissue shares of Series A Preferred Stock which are reacquired by the
Corporation from a Holder who is, or was, an employee or director of the
Corporation (or its subsidiaries) provided that such reissued shares of Series A
Preferred Stock are reissued to a person who is an employee or director of the
Corporation (or its subsidiaries) at the time of such reissue.

                    9.   Business Day.  If any payment shall be required by the
                         ------------
terms hereof to be made on a day that is not a Business Day, such payment shall
be made on the immediately succeeding Business Day.

                    10.  Certain Additional Provisions.
                         -----------------------------

                         (a)  Reports.  So long as any shares of Series A
                              -------
Preferred Stock remain outstanding, the Corporation shall send to the Holders of
such Series A Preferred Stock at their addresses as set forth on the stock
register of the Corporation all quarterly and annual reports sent to holders of
Common Stock of the Corporation.

                         (b)  Method of Payment.  Series A Preferred Stock shall
                              -----------------
be payable as to liquidation preference, dividends, redemption payments, cash in
lieu of fractional shares or other payments at the office of the Corporation
maintained for such purpose or, at the option of the Corporation, payment of
dividends may be made by check mailed to the Holders at their addresses set
forth in the stock register of the Corporation.

                                       7
<PAGE>

                         (c)  Prohibitions and Restrictions Imposed by Senior
                              -----------------------------------------------
Securities and Indebtedness. To the extent that any action required to be taken
---------------------------
by the Corporation under this Resolution shall be prohibited or restricted by
the terms of the Senior Securities or any contract or instrument to which the
Corporation is a party in respect of the incurrence of indebtedness, such
Corporation's actions shall be delayed until such time as such prohibition or
restriction is no longer in force.

               B.   Series B Class A Preferred Stock.
                    --------------------------------

                    1.   Designation of Series.  The second series of Class A
                         ---------------------
Preferred Stock shall be designated as Series B 13 1/2% Cumulative Compounding
Preferred Stock ("Series B Preferred Stock"), and the number of shares which
                  ------------------------
shall constitute such series shall be 10,101,010. The par value of Series B
Preferred Stock shall be $.01 per share.

                    2.   Rank.  With respect to dividend rights and rights on
                         ----
liquidation, winding up and dissolution of the Corporation, Series B Preferred
Stock shall rank (a) senior to (i) the Class A Common Stock and Class B Common
Stock of the Corporation, and (ii) each other class of capital stock or class
or series of preferred stock issued by the Corporation after the date hereof the
terms of which specifically provide that such class or series shall rank junior
to Series B Preferred Stock as to dividend distributions or distributions upon
the liquidation, winding up and dissolution of the Corporation (each of the
securities in clauses (i) and (ii) collectively referred to as "Series B Junior
                                                                ---------------
Securities"), (b) on a parity with each other class of capital stock or class
----------
or series of preferred stock issued by the Corporation after the date hereof the
terms of which do not specifically provide that they rank junior to Series B
Preferred Stock or senior to Series B Preferred Stock as to dividend
distributions or distributions upon liquidation, winding up and dissolution of
the Corporation (collectively referred to as "Series B Parity Securities"), and
                                              --------------------------
(c) junior to Series A Preferred Stock and each other class of capital stock or
other class or series of preferred stock issued by the Corporation after the
date hereof the terms of which specifically provide that such class or series
shall rank senior to Series B Preferred Stock as to dividend distributions or
distributions upon the liquidation, winding up and dissolution of the
Corporation (collectively referred to as "Series B Senior Securities").
                                          --------------------------

                    3.   Dividends.
                         ---------

                         (a)  Each Holder of Series B Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
funds legally available therefor, cash dividends on each share of Series B
Preferred Stock at a rate equal to $0.1983 per share per annum. All dividends
shall be cumulative, whether or not earned or declared, and shall accrue on a
daily basis from the date of issuance of Series B Preferred Stock, and shall be
payable annually in arrears on each Dividend Payment Date (as defined in
paragraph C), commencing on the second Dividend Payment Date after the date of
issuance of such Series B Preferred Stock. Each dividend on Series B Preferred
Stock shall be payable to the Holders of record of Series B Preferred Stock as
they appear on the stock register of the Corporation on such record date as may
be fixed by the Board of Directors, which record date shall not be less than ten
nor more than 60 days prior to the applicable Dividend Payment Date. Dividends

                                       8
<PAGE>

shall cease to accrue in respect of shares of Series B Preferred Stock on the
date of their repurchase by the Corporation unless the Corporation shall have
failed to pay the relevant repurchase price on the date fixed for repurchase.
Notwithstanding anything to the contrary set forth above, unless and until such
dividends are declared by the Board of Directors, there shall be no obligation
to pay such dividends in cash; provided, that such dividends shall continue to
cumulate and shall be paid at the time of repurchase as provided herein if not
earlier declared and paid. Accrued dividends on the Series B Preferred Stock if
not paid on the first or any subsequent Dividend Payment Date following accrual
shall thereafter accrue Additional Dividends (as defined in paragraph C) in
respect thereof, compounded annually, at the rate of 15 1/2% per annum.

                         (b)  All dividends paid with respect to shares of
Series B Preferred Stock pursuant to paragraph B(3)(a) shall be paid pro rata
to the Holders entitled thereto.

                         (c)  Dividends on account of arrears for any past
Dividend Period and dividends in connection with any optional redemption
pursuant to paragraph B(5)(a) may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to the Holders of record on any
date as may be fixed by the Board of Directors, which date is not more than 30
days prior to the payment of such dividends.

                         (d)  No full dividends shall be declared by the Board
of Directors or paid or funds set apart for the payment of dividends or other
distributions on any Series B Parity Securities for any period, and no Series B
Parity Securities may be repurchased, redeemed or otherwise retired, nor may
funds be set apart for such payment, unless (i) full Accumulated Dividends have
been paid or set apart for such payment on Series B Preferred Stock and Series B
Parity Securities for all Dividend Periods terminating on or prior to the date
of payment of such full dividends or distributions on, or such repurchase or
redemption of, such Series B Parity Securities (the "Series B Parity Payment
                                                     -----------------------
Date") and (ii) an amount equal to a prorated dividend on the Series B Preferred
----
Stock and Series B Parity Securities at the customary dividend rates for such
securities for the period from the Dividend Payment Date immediately prior to
the Series B Parity Payment Date to the Series B Parity Payment Date have been
paid or set apart for payment. In the event that such dividends are not paid in
full or set apart for payment with respect to all outstanding shares of Series B
Preferred Stock and of any Series B Parity Securities and funds available for
payment of dividends shall be insufficient to permit payment in full to the
holders of all such stock of the full preferential amounts to which they are
then entitled, then the entire amount available for payment of dividends shall
be distributed ratably among all such holders of Series B Preferred Stock and of
any Series B Parity Securities in proportion to the full amount to which they
would otherwise be respectively entitled.

                         (e)  The Holders shall be entitled to receive the
dividends provided for in paragraph B(3)(a) hereof in preference to and in
priority over any dividends upon any of the Series B Junior Securities. Such
dividends on the Series B Preferred Stock shall be cumulative, whether or not
earned or declared, so that if at any time full Accumulated Dividends on all
shares of Series B Preferred Stock then outstanding have not been paid for all
Dividend Periods then elapsed and a prorated dividend at the rate aforesaid from
the Dividend Payment Date immediately preceding

                                       9
<PAGE>

the Series B Junior Payment Date (as defined below) to the Series B Junior
Payment Date have not been paid or set aside for payment, the amount of such
unpaid dividends shall be paid before any sum shall be set aside for or applied
by the Corporation to the purchase, redemption or other acquisition for value of
any shares of Series B Junior Securities (either pursuant to any applicable
sinking fund requirement or otherwise) or any dividend or other distribution
shall be paid or declared and set apart for payment on any Series B Junior
Securities (the date of any such actions to be referred to as the "Series B
                                                                   --------
Junior Payment Date"); provided, however, that the foregoing shall not prohibit
-------------------    --------  -------
the Corporation from repurchasing shares of Series B Junior Securities from a
Holder who is, or was, a director or employee of the Corporation (or a
subsidiary of the Corporation).

                         (f)  Dividends payable on Series B Preferred Stock for
any period less than one year shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and the actual number of days elapsed in the
period for which such dividends are payable.

                         (g)  The Corporation shall not claim any deduction from
gross income for dividends paid on Series B Preferred Stock in any Federal
income tax return, claim for refund, or other statement, report or submission
made to the Internal Revenue Service, and shall make any election or take any
similar action to effectuate the foregoing except, in each case, if there shall
be a change in law such that the Corporation may claim such dividends as
deductions from gross income without affecting the ability of the Holders to
claim the dividends received deduction under Section 243(a)(1) of the Code (as
defined in paragraph C) (or any successor provision). At the reasonable request
of any Holder (and at the expense of such Holder), the Corporation shall join in
the submission to the Internal Revenue Service of a request for a ruling that
the dividends paid on Series B Preferred Stock shall be eligible for the
dividends received deduction under Section 243(a)(1) of the Code (or any
successor provision). In addition, the Corporation shall cooperate with any
Holder (at the expense of such Holder) in any litigation, appeal or other
proceeding relating to the eligibility for the dividends received deduction
under Section 243(a)(1) of the Code (or any successor provision) of any
dividends (within the meaning of Section 316(a) of the Code or any successor
provision) paid on Series B Preferred Stock. To the extent possible, the
principles of this paragraph B(3)(g) shall also apply with respect to state and
local income taxes.

                    4.   Liquidation Preference.
                         ----------------------

                         (a)  Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the Holders of all 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 an
amount in cash equal to $1.4688 in cash per share, plus an amount equal to full
cumulative dividends (whether or not earned or declared) accrued and unpaid
thereon, including Additional Dividends, to the date of final distribution and
no more, before any distribution is made on any Series B Junior Securities.
If upon any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, the application of all amounts available for payments with
respect to Series B Preferred Stock and all other Series B Parity Securities
would not result in payment in full of Series B Preferred Stock and such other
Series B Parity Securities, the Holders and holders of Series B Parity

                                      10
<PAGE>

Securities shall share equally and ratably in any distribution of assets of the
Corporation in proportion to the full liquidation preference to which each is
entitled. After payment in full pursuant to this paragraph B(4)(a), the Holders
shall not be entitled to any further participation in any distribution in the
event of liquidation, dissolution or winding up of the affairs of the
Corporation.

                    (b) For the purposes of this paragraph B(4), neither the
voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation nor the consolidation, merger or other business
combination of the Corporation with one or more corporations shall be deemed to
be a voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, unless such sale, conveyance, exchange or transfer is in connection
with a dissolution or winding up of the business of the Corporation; provided,
                                                                     --------
however, that any consolidation or merger of the Corporation in which the
-------
Corporation is not the surviving entity shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation within the meaning
of this paragraph B(4) if, (i) in connection therewith, the holders of Common
Stock of the Corporation receive as consideration, whether in whole or in part,
for such Common Stock (1) cash, (2) notes, debentures or other evidences of
indebtedness or obligations to pay cash or (3) preferred stock of the surviving
entity (whether or not the surviving entity is the Corporation) which ranks on
a parity with or senior to the preferred stock received by holders of the Series
B Preferred Stock with respect to liquidation or dividends or (ii) the holders
of the Series B Preferred Stock do not receive preferred stock of the surviving
entity with rights, powers and preferences equal to (or more favorable to the
holders than) the rights, powers and preferences of the Series B Preferred
Stock.

               5.   Redemption.
                    ----------

                    (a)  Optional Redemption.
                         -------------------

                         (i)     The Corporation may, at its option, redeem at
any time or from time to time, from any source of funds legally available
therefor, in whole or in part, in the manner provided in paragraph B(5)(c)
hereof, any or all of the shares of Series B Preferred Stock, at a redemption
price per share of $1.4688 per share, plus an amount equal to full cumulative
dividends (whether or not earned or declared) accrued and unpaid thereon,
including Additional Dividends, to the Redemption Date.

                         (ii)    No partial redemption of Series B Preferred
Stock pursuant to paragraph B(5)(a) hereof may be authorized or made unless
prior thereto, full accrued and unpaid dividends thereon for all Dividend
Periods terminating on or prior to the Redemption Date and an amount equal to a
prorated dividend thereon for the period from the Dividend Payment Date
immediately prior to the Redemption Date to the Redemption Date have been or
immediately prior to the Redemption Notice are declared and paid in cash or are
declared and there has been a sum set apart sufficient for such cash payment on
the Redemption Date.

                         (iii)   In the event of a redemption pursuant to
paragraph B(5)(a) hereof of only a portion of the then outstanding shares of
Series B Preferred Stock, the Corporation shall effect such redemption pro rata
according to the number of shares held by each Holder of Series B Preferred
Stock.

                                      11
<PAGE>

                    (b)  Mandatory Redemption. All outstanding shares of the
                         --------------------
Series B Preferred Stock shall be redeemed from funds legally available therefor
on January 15, 2008 (the "Mandatory Redemption Date"), at a price per share
                          -------------------------
equal to $1.4688 plus an amount per share equal to full cumulative dividends
(whether or not earned or declared) accrued and unpaid thereon, including
Additional Dividends, to the Mandatory Redemption Date.

                    (c)  Procedures for Redemption.
                         -------------------------

                         (i) At least 30 days and not more than 60 days prior to
the date fixed for any redemption of Series B Preferred Stock, a Redemption
Notice (as defined in paragraph C) shall be given by first class mail, postage
prepaid, to each Holder of record of Series B Preferred Stock on the record date
fixed for such redemption of Series B Preferred Stock at such Holder's address
as set forth on the stock register of the Corporation on such record date;
provided that no failure to give such notice nor any deficiency therein shall
affect the validity of the procedure for the redemption of any shares of Series
B Preferred Stock to be redeemed except as to the Holder or Holders to whom the
Corporation has failed to give said notice or except as to the Holder or Holders
whose notice was defective. In addition to any information required by law or by
the applicable rules of any exchange upon which shares of Series B Preferred
Stock may be listed or admitted to trading, the Redemption Notice shall state.

                             (A)  the redemption price;

                             (B)  whether all or less than all of the
outstanding shares of Series B Preferred Stock redeemable thereunder are to be
redeemed and the aggregate number of shares of Series B Preferred Stock being
redeemed;

                             (C)  the number of shares of Series B Preferred
Stock held, as of the appropriate record date, by the Holder that the
Corporation intends to redeem;

                             (D)  the Redemption Date;

                             (E)  that the Holder is to surrender to the
Corporation, at the place or places where certificates for shares of Series B
Preferred Stock are to be surrendered for redemption, in the manner and at
the price designated, his, her or its certificate or certificates representing
the shares of Series B Preferred Stock to be redeemed; and

                             (F)  that dividends on the shares of Series B
Preferred Stock to he redeemed shall cease to accumulate on such Redemption Date
unless the Corporation defaults in the payment of the redemption price.

         Upon the mailing of any such Redemption Notice, the Corporation shall
become obligated to redeem, on the Redemption Date specified therein, all shares
of Series B Preferred Stock called for redemption.

                                      12
<PAGE>

                    (ii)  Each Holder shall surrender the certificate or
certificates representing such shares of Series B Preferred Stock being so
redeemed to the Corporation, duly endorsed, in the manner and at the place
designated in the Redemption Notice, and on the Redemption Date the full
redemption price for such shares shall be payable in cash to the Person whose
name appears on such certificate or certificates as the owner thereof, and each
surrendered certificate shall be canceled and retired. In the event that less
than all of the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.

                    (iii) If a Redemption Notice has been mailed in accordance
with paragraph B(5)(c) above, unless the Corporation defaults in the payment in
full of the redemption price, dividends on Series B Preferred Stock called for
redemption shall cease to accumulate on the Redemption Date, and the Holders of
such redemption shares shall cease to have any further rights with respect
thereto on the Redemption Date, other than the right to receive the redemption
price without interest.

              6.  Voting Rights.
                  -------------

                  (a) The Holders shall not be entitled or permitted to vote on
any matter required or permitted to be voted upon by the shareholders of the
Corporation, except as otherwise required by California law or these Articles of
Incorporation and except that without the written consent of the holders of a
majority of the outstanding shares of Series B Preferred Stock or the vote of
the holders of a majority of the outstanding shares of Series B Preferred Stock
at a meeting of the holders of Series B Preferred Stock called for such purpose,
the Corporation shall not (a) create, authorize or issue any other class or
series of stock entitled to a preference prior to Series B Preferred Stock upon
any dividend or distribution or any liquidation, distribution of assets,
dissolution or winding up of the Corporation, or increase the authorized amount
of any such other class or series, or (b) amend, alter or repeal any provision
of the Corporation's Articles of Incorporation so as to adversely affect the
relative rights and preferences of the Series B Preferred Stock; provided,
                                                                 --------
however, that any such amendment that changes the dividend payable on, or
-------
liquidation preference of, the Series B Preferred Stock shall require the
affirmative vote of the holder of each share of Series B Preferred Stock at a
meeting of such holders called for such purpose or the written consent of the
holder of each share of Series B Preferred Stock.

                  (b) In any case in which the Holders shall be entitled to
vote, each Holder shall be entitled to one vote for each share of Series B
Preferred Stock held unless otherwise required by applicable law.

              7.  Conversion or Exchange. The Holders shall not have any rights
                  ----------------------
hereunder to convert such shares into or exchange such shares for shares of any
other class or Classes or of other series of any class or classes of Capital
Stock of the Corporation.

              8.  Reissuance of Series B Preferred Stock. Shares of Series B
                  --------------------------------------
Preferred Stock which have been issued and reacquired in any manner, including
shares purchased, redeemed or exchanged, shall have the status of authorized and
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors or as

                                      13
<PAGE>

part of any other series of Preferred Stock, all subject to the conditions or
restrictions on issuance set forth in any resolution or resolutions adopted by
the Board of Directors providing for the issuance of any series of Preferred
Stock; except that the Corporation may reissue shares of Series B Preferred
Stock which are reacquired by the Corporation from a Holder who is, or was, an
employee or director of the Corporation (or its subsidiaries) provided that such
reissued shares of Series B Preferred Stock are reissued to a person who is an
employee or director of the Corporation (or its subsidiaries) at the time of
such reissue.

          9. Business Day. If any payment shall be required by the terms hereof
             ------------
to be made on a day that is not a Business Day, such payment shall be made on
the immediately succeeding Business Day.

         10.  Certain Additional Provisions.
              -----------------------------

              (a) Reports. So long as any shares of Series B Preferred Stock
                  -------
remain outstanding, the Corporation shall send to the Holders of such Series B
Preferred Stock at their addresses as set forth on the stock register of the
Corporation all quarterly and annual reports sent to holders of Common Stock of
the Corporation.

              (b) Method of Payment. Series B Preferred Stock shall be payable
                  -----------------
as to liquidation preference, dividends, redemption payments, cash in lieu of
fractional shares or other payments at the office of the Corporation maintained
for such purpose or, at the option of the Corporation, payment of dividends may
be made by check mailed to the Holders at their addresses set forth in the stock
register of the Corporation.

              (c) Prohibitions and Restrictions Imposed by Senior Securities and
                  --------------------------------------------------------------
Indebtedness. To the extent that any action required to be taken by the
------------
Corporation under this Resolution shall be prohibited or restricted by the terms
of the Senior Securities or any contract or instrument to which the Corporation
is a party in respect of the incurrence of indebtedness, such Corporation's
actions shall be delayed until such time as such prohibition or restriction is
no longer in force.

         C.  Definitions. As used in this Resolution, the following terms shall
             -----------
have the following meanings (with terms defined in the singular having
comparable meanings when used in the plural and vice versa), unless the context
otherwise requires:

             "Accumulated Dividends" means (i) with respect to any share of
              ---------------------
Preferred Stock, the dividends that have accrued on such share as of such
specific date for Dividend Periods ending on or prior to such date and that have
not previously been paid in cash, and (ii) with respect to any Series A Parity
Security or Series B Parity Security, the dividends that have accrued and are
due on such security as of such specific date.

             "Additional Dividends" has the meaning given to such term in
              --------------------
paragraph A(3)(a).

             " Annual Dividend Period" means the annual period commencing on
               ----------------------
each January 16 and ending on each Dividend Payment Date, respectively.

                                      14
<PAGE>

          "Business Day" means any day except a Saturday, Sunday or other day on
           ------------
which commercial banking institutions in New York City are authorized by law or
executive order to close.

          "Capital Stock" means any and all shares, interests, participations,
           -------------
rights, or other equivalents (however designated) of corporate stock including,
without limitation, partnership interests.

          "Dividend Payment Date" means January 15 of each year.
           ---------------------

          "Dividend Period" means the Initial Dividend Period and, thereafter,
           ---------------
each Annual Dividend Period.

          "Holder" means a holder of shares of Series A Preferred Stock and/or
           ------
Series B Preferred Stock, as applicable.

          "Initial Dividend Period" means the dividend period commencing on the
           -----------------------
Issue Date and ending on the second Dividend Payment Date to occur thereafter.

          "Issue Date" means December 26, 1997.
           ----------

          "Person" means any individual, corporation, partnership, joint
           ------
venture, incorporated or unincorporated association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof or any other entity of any kind.

          "Preferred Stock" means Series A Preferred Stock and/or Series B
           ---------------
Preferred Stock, as applicable.

          "Redemption Date", with respect to any shares of Preferred Stock,
           ---------------
means the date on which such shares of Preferred Stock are redeemed by the
Corporation pursuant to paragraph A(5) or B(5).

         "Redemption Notice" has the meaning given to such term in paragraph
          -----------------
A(5)(c).

         "Securities Act" means the Securities Act of 1933, as amended.
          --------------

         "Series A Junior Payment Date" has the meaning given to such term in
          ----------------------------
A(3)(e).

         "Series A Junior Securities" has the meaning given to such term in
          --------------------------
paragraph A(2).

         "Series A Parity Payment Date" has the meaning given to such term in
          ----------------------------
A(3)(d).

          "Series A Parity Securities" has the meaning given to such term in
           --------------------------
paragraph A(2).

                                      15
<PAGE>

              "Series A Preferred Stock" has the meaning given to such term in
               ------------------------
paragraph A(i).

              "Series A Senior Securities" has the meaning given to such term in
               --------------------------
paragraph A(2).

              "Series B Junior Payment Date" has the meaning given to such term
               ----------------------------
in B(3)(e).

              "Series B Junior Securities" has the meaning given to such term
               --------------------------
in paragraph B(2).

              "Series B Parity Payment Date" has the meaning given to such term
               ----------------------------
in B(3)(d).

              "Series B Parity Securities" has the meaning given to such term in
               --------------------------
paragraph B(2).

              "Series B Preferred Stock" has the meaning given to such term in
               ------------------------
paragraph B(1).

              "Series B Senior Securities" has the meaning given to such term in
               --------------------------
paragraph B(2).

                                      * * *

          (3) The number of authorized shares of Series A Preferred Stock is
10,101,010, none of which have been issued.

          (4) The number of authorized shares of Series B Preferred Stock is
10,101,010, none of which have been issued.

          Each of the undersigned does hereby declare under the penalty of
perjury under the laws of the State of California that he signed this
Certificate of Determination in the official capacity set forth beneath his
signature, and that the statements set forth in said document are true of his
own knowledge.

                                      16
<PAGE>

          IN WITNESS WHEREOF, the undersigned officers of the corporation have
caused this Certificate of Determination to be signed this 23/rd/ day of
December, 1997.



                                           By: Fortunato N. Valenti
                                              ----------------------------------
                                                Fortunato N. Valenti
                                                Acting Chief Executive Officer


                                           By: Richard C. Stockinger
                                              ----------------------------------
                                                Richard C. Stockinger
                                                Assistant Secretary

                                      17



<PAGE>

                         CERTIFICATE OF AMENDMENT

                                      OF

                           ARTICLES OF INCORPORATION

                                      OF

                        CALIFORNIA PIZZA KITCHEN, INC.

                        _____________________________

     We, Frederick R. Hipp, the President, and H.G. Carrington, Jr., the
Secretary of California Pizza Kitchen, Inc., a corporation duly organized and
existing under the laws of the State of California, do hereby certify:

     1.  That they are the President and the Secretary, respectively of
California Pizza Kitchen, Inc., a California corporation.

     2.  That an amendment to the articles of incorporation has been approved by
the board of directors.

     3.  The amendment so approved by the board of directors is as follows:

         Paragraph B of Article III of the articles of incorporation of this
corporation is amended to read in its entirety as follows:

         B.  Number of Authorized Shares. The total number of shares of Class A
             ---------------------------
Common Stock authorized to be issued is 80,000,000. The total number of shares
of Class B Common Stock authorized to be issued is 80,000,000. The total number
of shares of Class A Preferred Stock authorized to be issued is 40,000,000.
Upon the filing and the effectiveness of this amendment of this article, each
outstanding share of Class A Common Stock is split up and converted into two
such shares. Upon the filing and the effectiveness of this amendment of this
article, each outstanding share of Class B Common Stock is split up and
converted into two such shares.

     4.  That the shareholders have adopted said amendment by written consent.
That the wording of said amendment as approved by written consent of the
shareholders is the same as that set forth above. That said written consent
was signed by holders of outstanding shares having not less than the minimum
number of required votes of shareholders necessary to approve said amendment in
accordance with Section 902 of the California Corporations Code.


<PAGE>

     5.  That the designation and total number of outstanding shares entitled to
vote on or give written consent to said amendment and the minimum percentage
vote required of each class or series entitled to vote on or give written
consent to said amendment for approval thereof are as follows:

<TABLE>
<CAPTION>
                            Number of shares
                            outstanding entitled
                            to vote or give             Minimum percentage vote
     Designation            written consent             required to approve
     -----------            --------------------        -----------------------
     <S>                    <C>                         <C>
     Class A Common         9,887,459                   more than 50%
     Class B Common           269.600                   more than 50%
</TABLE>

     6.  That the number of shares of each class which gave written consent in
favor of said amendment equaled or exceeded the minimum percentage vote
required of each class entitled to vote, as set forth above.

     7.  That this certificate shall become effective on the date of filing
with the Secretary of State of California.


<PAGE>

     Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true of their own
knowledge. Executed at Los Angeles, California on September 30, 1998.


                                 By: /s/ Frederick R. Hipp
                                     ____________________________
                                     Name: Frederick R. Hipp
                                     Title: President


                                 By: /s/ H.G. Carrington, Jr.
                                     _____________________________
                                     Name: H.G. Carrington, Jr.
                                     Title: Secretary


<PAGE>

                       CERTIFICATE OF INCREASE IN NUMBER
                        OF SERIES A PREFERRED SHARES
                                      OF

                        CALIFORNIA PIZZA KITCHEN, INC.,
                           a California corporation

The undersigned President and Chief Financial Officer do hereby certify
that:

     1.  They are the duly elected and acting President and Chief Financial
Officer, respectively, of the Corporation.

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

     WHEREAS, the Articles of Incorporation of this Corporation provide for a
class of shares known as Class A Preferred Stock, issuable from time to time in
one or more series; and

     WHEREAS, the Board of Directors of this Corporation is authorized to
determine or alter the rights, preferences, privileges, and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock and increase or
decrease (but not below the number of shares of that series then outstanding)
the number of shares of any series after the issue of shares of that series; and

     WHEREAS, the rights, preferences, privileges, and restrictions relating to
a series of Preferred Stock designated "Series A Preferred Stock" were fixed by
a resolution adopted by the Board of Directors on December 22, 1997, and a
Certificate of Determination of Preferences of Preferred shares of that series
was executed by the officers of this corporation on December 23, 1997, and filed
with the Secretary of State of the State of California on December 24, 1997; and

     WHEREAS, the number of shares of that series is 10,101,010 and this Board
of Directors now desires to increase that number to 10,151,769, and there are
no limits or restrictions stated in the resolution of the Board of Directors
originally fixing the number of shares constituting shares of that series:

     WHEREAS, the increase in the number of shares of Series A Preferred Stock
has been approved by the holders of a majority of shares of Series B Preferred
Stock;

     NOW, THEREFORE, BE IT RESOLVED, that the number of shares of Series A
Preferred Stock constituting shares of that series be and it hereby is
increased to 10,151,769; and
<PAGE>

     RESOLVED, FURTHER, that the Chairman of the Board, the President, or any
Vice President, and the Secretary, the Chief Financial Officer, the Treasurer or
any Assistant Secretary or Assistant Treasurer of this corporation are each
authorized to execute, verify, and file a Certificate of Increase in the number
of shares of that series in accordance with California Law.

     3.  The authorized number of shares of Preferred Stock of the corporation
is 40,000,000, and the number of shares constituting Series A Preferred Stock
which are outstanding as of the date hereof, is 10,101,010 and the increase in
the number of shares constituting shares of that series is 50,759.

     4.  The increase in the number of shares of Series A Preferred Stock has
been approved by the vote of a majority of the outstanding shares of Series B
Preferred Stock.

                                       2
<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this certificate on
August 21, 1998.


                                       /s/ Frederick R. Hipp
                                       --------------------------
                                       Frederick R. Hipp
                                       President



                                       /s/ H.G. Carrington, Jr.
                                       --------------------------
                                       H.G. Carrington, Jr.
                                       Chief Financial Officer


          On the date set forth below, in the City of Los Angeles in the State
of California, each of the undersigned does hereby declare under the penalty
of perjury under the laws of the State of California that the statements
set forth in this certificate are true of his own knowledge.

Dated: August 21, 1998


                                       /s/ Frederick R. Hipp
                                       --------------------------
                                       Frederick R. Hipp
                                       President


                                       /s/ H.G. Carrington, Jr.
                                       --------------------------
                                       H.G. Carrington, Jr.
                                       Chief Financial Officer

                                       3
<PAGE>

                       CERTIFICATE OF INCREASE IN NUMBER
                         OF SERIES B PREFERRED SHARES
                                      OF

                        CALIFORNIA PIZZA KITCHEN, INC.,
                           a California corporation

The undersigned President and Chief Financial Officer do hereby certify
that:

     1.   They are the duly elected and acting President and Chief Financial
Officer, respectively, of the Corporation.

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

     WHEREAS, the Articles of Incorporation of this Corporation provide for a
class of shares known as Class A Preferred Stock, issuable from time to time in
one or more series; and

     WHEREAS, the Board of Directors of this Corporation is authorized to
determine or alter the rights, preferences, privileges, and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock and increase or
decrease (but not below the number of shares of that series then outstanding)
the number of shares of any series after the issue of shares of that series; and

     WHEREAS, the rights, preferences, privileges, and restrictions relating to
a series of Preferred Stock designated "Series B Preferred Stock" were fixed by
a resolution adopted by the Board of Directors on December 22, 1997, and a
Certificate of Determination of Preferences of Preferred shares of that series
was executed by the officers of this corporation on December 23, 1997, and filed
with the Secretary of State of the State of California on December 24, 1997;
and

     WHEREAS, the number of shares of that series is 10,101,010 and this
Board of Directors now desires to increase that number to 10,151,769, and there
are no limits or restrictions stated in the resolution of the Board of Directors
originally fixing the number of shares constituting shares of that series;

     NOW, THEREFORE, BE IT RESOLVED, that the number of shares of Series B
Preferred Stock constituting shares of that series be and it hereby is
increased to 10,151,769, and

<PAGE>

     RESOLVED, FURTHER, that the Chairman of the Board, the President, or any
Vice President, and the Secretary, the Chief Financial Officer, the Treasurer or
any Assistant Secretary or Assistant Treasurer of this corporation are each
authorized to execute, verify, and file a Certificate of Increase in the number
of shares of that series in accordance with California Law.

     3.  The authorized number of shares of Preferred Stock of the corporation
is 40,000,000, and the number of shares constituting Series B Preferred Stock
which are outstanding as of the date hereof, is 10,101,010 and the increase
in the number of shares constituting shares of that series is 50,759.

                                       2
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this certificate on
August 21, 1998.


                                                 /s/ Frederick R. Hipp
                                                 ----------------------------
                                                 Frederick R. Hipp
                                                 President


                                                 /s/ H.G. Carrington, Jr.
                                                 ----------------------------
                                                 H.G. Carrington, Jr.
                                                 Chief Financial Officer


     On the date set forth below, in the City of Los Angeles in the State of
California, each of the undersigned does hereby declare under the penalty of
perjury under the laws of the State of California that the statements set forth
in this certificate are true of his own knowledge.

Dated: August 21, 1998


                                                 /s/ Frederick R. Hipp
                                                 ------------------------------
                                                 Frederick R. Hipp
                                                 President


                                                 /s/ H.G. Carrington, Jr.
                                                 ------------------------------
                                                 H.G. Carrington, Jr.
                                                 Chief Financial Officer

                                       3
<PAGE>

                           CERTIFICATE OF AMENDMENT

                                      OF

                AMENDED AND RESTATED ARTICLES OF INCORPORATION


                       CERTIFICATE OF DETERMINATION FOR
          SERIES A 12 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK AND
           SERIES B 13 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK

                                      OF

                        CALIFORNIA PIZZA KITCHEN, INC.

                           a California corporation


     Frederick R. Hipp and H.G. Carrington, Jr. certify that:

     1. They are the President and Chief Executive Officer, and the Executive
Vice President, Chief Financial Officer and Secretary, respectively, of
California Pizza Kitchen, Inc., a California corporation (the "Corporation").

     2. Paragraphs A, B and C of Article III of the Amended and Restated
Articles of Incorporation of the Corporation are amended to read in their
entirety as follows:

          A. Designation of Capital Stock. The Corporation is authorized to
             ----------------------------
     issue one class of common stock designated as "Common Stock" and one class
     of preferred stock designated as "Class A Preferred Stock." Class A
     Preferred Stock is sometimes referred to as "Preferred Stock."

          B. Number of Authorized Shares. The total number of shares of Common
             ---------------------------
     Stock authorized to be issued is 80,000,OOO. The total number of shares of
     Class A Preferred Stock authorized to be issued is 40,000,000.

          C. Common Stock. The par value of the Common Stock is $.01 per share.
             ------------
     Upon the filing and effectiveness of this amendment, each outstanding share
     of Class A Common Stock is converted into and shall become one share of
     Common Stock. All shares of Common Stock will be identical and will entitle
     the holders thereof to the same rights and privileges.

               1. Dividends. Holders of Common Stock will be entitled to receive
                  ---------
     such dividends as may be declared by the Board of Directors

1
<PAGE>

                2. Transfers. The Corporation will not close its books against
                   ---------
      the transfer of any share of Common Stock.

                3. Distribution of Assets. In the event of the voluntary or
                   ----------------------
      involuntary liquidation, dissolution or winding up of the Corporation,
      holders of Common Stock will be entitled to receive all of the remaining
      assets of the Corporation available for distribution to its stockholders
      after all amounts to which the holders of any Preferred Stock are entitled
      have been paid or set aside in cash for payment.

                4. Voting Rights. The holders of Common Stock shall have the
                   -------------
      general right to vote for all purposes, including the election of
      directors, as provided by law. Each holder of Common Stock shall be
      entitled to one vote for each share thereof held. Notwithstanding the
      foregoing, and effective only when the Corporation becomes a listed
      corporation within the meaning of Section 301.5 of the Corporations Code,
      no holder of Common Stock shall have the right to cumulate such
      shareholder's votes in the election of directors as provided under
      Section 708 of the Corporations Code.

      3. The Certificate of Determination for Series A 12 1/2% Cumulative
Compounding Preferred Stock and Series B 13 1/2% Cumulative Compounding
Preferred Stock is amended as follows:

         Paragraph 1 of Section A shall read in its entirety as follows:

                1. Designation of Series. The first series of Class A Preferred
                   ---------------------
      Stock shall be designated as Series A 12 1/2% Cumulative Compounding
      Preferred Stock ("Series A Preferred Stock"), and the number of shares
      which shall constitute such series shall be 10,151,775. The par value of
      Series A Preferred Stock shall be $.01 per share.

         Paragraph 1 of Section B shall read in its entirety as follows:

                1. Designation of Series. The second series of Class A Preferred
                   ---------------------
      Stock shall be designated as Series B 13 1/2% Cumulative Compounding
      Preferred Stock ("Series B Preferred Stock"), and the number of shares
      which shall constitute such series shall be 10,151,775. The par value of
      Series B Preferred Stock shall be $.01 per share.

      4. The amendments set forth herein have been duly approved by the Board of
Directors of the Corporation.

      5. The amendments set forth herein have been duly approved by the required
         vote of shareholders in accordance with Sections 902 and 903 of the
         California Corporations Code.



2
<PAGE>

      6. The Corporation has 21,793,372.36 shares of Class A Common Stock and no
shares of Class B Common Stock issued and outstanding. The number of shares of
Class A Common Stock voting in favor of the amendment exceeded the majority vote
required.

      7. The Corporation has 10,151,669 shares of Series A Preferred Stock
issued and outstanding. The number of shares of Series A Preferred Stock voting
in favor of the amendment exceeded the majority vote required.

      8. The Corporation has 10,151,669 shares of Series B Preferred Stock
issued and outstanding. The number of shares of Series B Preferred Stock voting
in favor of the amendment exceeded the majority vote required.
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this certificate on
February 14, 2000.

                                          /s/ Frederick R. Hipp
                                          _____________________________________
                                          Frederick R. Hipp
                                          President and Chief Executive Officer


                                          /s/ H.G. Carrington, Jr.
                                          _____________________________________
                                          H.G. Carrington, Jr.
                                          Executive Vice President, Chief
                                          Financial Officer and Secretary

     On the date set forth below, in the City of Los Angeles in the State of
California, each of the undersigned does hereby declare under the penalty of
perjury under the laws of the State of California that the statements set forth
in this certificate are true of his own knowledge.

     Dated: February 14, 2000


                                          /s/ Frederick R. Hipp
                                          _____________________________________
                                          Frederick R. Hipp
                                          President and Chief Executive Officer


                                          /s/ H.G. Carrington, Jr.
                                          -------------------------------------
                                          H.G. Carrington, Jr.
                                          Executive Vice President, Chief
                                          Financial Officer and Secretary



<PAGE>

                           CERTIFICATE OF CORRECTION

                                      OF

                           CERTIFICATE OF AMENDMENT

                                      OF

                AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                      AND

                       CERTIFICATE OF DETERMINATION FOR
          SERIES A 12 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK AND
            SERIES B 13 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK

                                      OF

                        CALIFORNIA PIZZA KITCHEN, INC.,
                           a California corporation


     Frederick R. Hipp and H.G. Carrington, Jr. certify that:

     1. They are the President and Chief Executive Officer, and the Executive
Vice President, Chief Financial Officer and Secretary, respectively, of
California Pizza Kitchen, Inc., a California corporation (the "Corporation").

     2. The name of the corporation is California Pizza Kitchen, Inc., and it is
a California corporation.

     3. The instrument being corrected is entitled "CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION AND CERTIFICATE OF DETERMINATION
FOR SERIES A 12 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK AND SERIES B 13 1/2%
CUMULATIVE COMPOUNDING PREFERRED STOCK", and said instrument was filed with the
Secretary of State of the State of California on May 5, 200O.

     4. Paragraph "7" of said Certificate of Amendment and Restated Articles, as
corrected, should read as follows:

     "The Corporation has 10,151,769 shares of Series A Preferred Stock issued
and outstanding. The number of shares of Series A Preferred Stock voting in
favor of the amendment exceeded the majority vote required."

                                                                               1
<PAGE>

     5. Paragraph "8" of said Certificate of Amendment and Restated Articles, as
corrected, should read as follows:

     "The Corporation has 10,151,769 shares of Series B Preferred Stock issued
and outstanding. The number of shares of Series A Preferred Stock voting in
favor of the amendment exceeded the majority vote required."

     6. The said paragraphs "7" and "8", as corrected, conform the wording of
the amended article to that adopted by the board of directors and shareholders.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

                                                                               2
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this certificate on
June 1, 2000.


                                            /s/ Frederick R. Hipp
                                           ------------------------------------
                                           Frederick R. Hipp
                                           President and Chief Executive Officer


                                            /s/ H.G.Carrington, Jr.
                                           ------------------------------------
                                           H.G. Carrington, Jr.
                                           Executive Vice President, Chief
                                           Financial Officer and Secretary






<PAGE>

                           CERTIFICATE OF AMENDMENT

                                      OF

                AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                      AND

                       CERTIFICATE OF DETERMINATION FOR
 SERIES A 12 1/2% CUMULATIVE COMPOUNDING PREFERRED STOCK AND SERIES B 13 1/2%
                    CUMULATIVE COMPOUNDING PREFERRED STOCK

                                       OF

                        CALIFORNIA PIZZA KITCHEN, INC.
                           a California corporation

     Frederick R. Hipp and H.G. Carrington, Jr. certify that:

     1.   They are the President and Chief Executive Officer, and the Executive
Vice President, Chief Financial Officer and Secretary, respectively, of
California Pizza Kitchen, Inc., a California corporation (the "Corporation").

     2.   Paragraphs B and C of Article III of the Amended and Restated Articles
of Incorporation of the Corporation are amended to read in their entirety as
follows:

          B.   Number of Authorized Shares.  The total number of shares of
               ---------------------------
     Common Stock authorized to be issued is 80,000,000. The total number of
     shares of Class A Preferred Stock authorized to be issued is 40,000,000.
     Upon the filing and effectiveness of this Certificate of Amendment of
     Amended and Restated Articles of Incorporation and Certificate of
     Determination for Series A 12 1/2% Cumulative Compounding Preferred Stock
     and Series B 13 1/2% Cumulative Compounding Preferred Stock, each
     outstanding share of Common Stock shall be changed into and reclassified as
     one-half share of Common Stock of the Corporation. Fractional shares
     otherwise issuable upon this reclassification of Common Stock held by a
     single holder shall be aggregated into whole shares and issued to such
     holder. No fractional shares of Common Stock shall be issued upon this
     reclassification of Common Stock. In lieu of any fractional share to which
     a holder would otherwise be entitled, the Corporation shall pay cash equal
     to the product of such fraction multiplied by the fair market value of a
     share of Common Stock.
<PAGE>

          C.   Common Stock.  The par value of the Common Stock is $.01 per
               ------------
     share.  All shares of Common Stock will be identical and will entitle the
     holders thereof to the same rights and privileges.

               1.   Dividends.  Holders of Common Stock will be entitled to
                    ---------
     receive such dividends as may be declared by the Board of Directors.

               2.   Transfers.  The Corporation will not close its books against
                    ---------
     the transfer of any share of Common Stock.

               3.   Distribution of Assets.  In the event of the voluntary or
                    ----------------------
     involuntary liquidation, dissolution or winding up of the Corporation,
     holders of Common Stock will be entitled to receive all of the remaining
     assets of the Corporation available for distribution to its shareholders
     after all amounts to which the holders of any Preferred Stock are entitled
     have been paid or set aside in cash for payment.

               4.   Voting Rights.  The holders of Common Stock shall have the
                    -------------
     general right to vote for all purposes, including the election of
     directors, as provided by law. Each holder of Common Stock shall be
     entitled to one vote for each share thereof held. Notwithstanding the
     foregoing, and effective only when the Corporation becomes a listed
     corporation within the meaning of Section 301.5 of the Corporations Code,
     no holder of Common Stock shall have the right to cumulate such
     shareholder's votes in the election of directors as provided under Section
     708 of the Corporations Code.

     3.   The Certificate of Determination for Series A 12 1/2% Cumulative
Compounding Preferred Stock and Series B 13 1/2% Cumulative Compounding
Preferred Stock is amended as set forth below.

          A.   Paragraph 8 of Section A is amended to read in its entirety as
     follows:

               8.   Reissuance of Series A Preferred Stock. Shares of Series A
                    --------------------------------------
          Preferred Stock which have been issued and reacquired in any manner,
          including shares purchased, redeemed, exchanged or converted, shall
          have the status of authorized and unissued shares of Preferred Stock
          and may be reissued as part of a new series of Preferred Stock to be
          created by resolution or resolutions of the Board of Directors or as
          part of any other series of Preferred Stock, all subject to the
          conditions or restrictions on issuance set forth in any resolution or
          resolutions adopted by the Board of Directors providing for the
          issuance of any series of Preferred Stock; except that the Corporation
          may reissue shares of Series A Preferred Stock
<PAGE>

          which are reacquired by the Corporation from a Holder who is, or was,
          an employee or director of the Corporation (or its subsidiaries)
          provided that such reissued shares of Series A Preferred Stock are
          reissued to a person who is an employee or director of the Corporation
          (or its subsidiaries) at the time of such reissue.

          B.  Paragraph 7 of Section B is amended to read in its entirety as
     follows:

               8.   Reissuance of Series B Preferred Stock. Shares of Series B
                    --------------------------------------
          Preferred Stock which have been issued and reacquired in any manner,
          including shares purchased, redeemed, exchanged or converted, shall
          have the status of authorized and unissued shares of Preferred Stock
          and may be reissued as part of a new series of Preferred Stock to be
          created by resolution or resolutions of the Board of Directors or as
          part of any other series of Preferred Stock, all subject to the
          conditions or restrictions on issuance set forth in any resolution or
          resolutions adopted by the Board of Directors providing for the
          issuance of any series of Preferred Stock; except that the Corporation
          may reissue shares of Series B Preferred Stock which are reacquired by
          the Corporation from a Holder who is, or was, an employee or director
          of the Corporation (or its subsidiaries) provided that such reissued
          shares of Series B Preferred Stock are reissued to a person who is an
          employee or director of the Corporation (or its subsidiaries) at the
          time of such reissue.

     4.   The amendments set forth herein have been duly approved by the Board
of Directors of the Corporation.

     5.   The amendments set forth herein have been duly approved by the
required vote of shareholders in accordance with Sections 902 and 903 of the
California Corporations Code.

     6.   The Corporation has 21,793,372.36 shares of Common Stock issued and
outstanding.  The number of shares of Common Stock voting in favor of the
amendment exceeded the majority vote required.

     6.   The Corporation has 10,151,770.68 shares of Series A Preferred Stock
issued and outstanding.  The number of shares of Series A Preferred Stock voting
in favor of the amendment exceeded the majority vote required.

     7.   The Corporation has 10,151,770.68 shares of Series B Preferred Stock
issued and outstanding.  The number of shares of Series B Preferred Stock voting
in favor of the amendment exceeded the majority vote required.
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this certificate on July
28, 2000.

                                       /s/  Frederick R. Hipp
                                       -----------------------------------------
                                       Frederick R. Hipp
                                       President and Chief Executive Officer

                                       /s/ H.G. Carrington
                                       -----------------------------------------
                                       H.G. Carrington, Jr.
                                       Executive Vice President, Chief
                                       Financial Officer and Secretary

     On the date set forth below, in the City of Los Angeles in the State of
California, each of the undersigned does hereby declare under the penalty of
perjury under the laws of the State of California that the statements set forth
in this certificate are true of his own knowledge.

     Dated:  July 28, 2000

                                       /s/ Frederick R. Hipp
                                       -----------------------------------------
                                       Frederick R. Hipp
                                       President and Chief Executive Officer

                                       /s/  H. G. Carrington, Jr.
                                       -----------------------------------------
                                       H.G. Carrington, Jr.
                                       Executive Vice President, Chief
                                       Financial Officer and Secretary