CERTIFICATE OF DESIGNATION, PREFERENCES
               AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                         BRISTOL RETAIL SOLUTIONS, INC.

                         (Pursuant to Section 151 of the
                General Corporation law of the State of Delaware)

         BRISTOL RETAIL SOLUTIONS, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies that, pursuant to the authority contained in Article Four of
its Certificate of Incorporation, as amended, and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, its Board of Directors has adopted the following resolution creating a
series of its Preferred Stock designated as Series B Preferred Stock.

         RESOLVED, that a series of the class of authorized Preferred Stock of
the Corporation be, and hereby is, created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof, are as follows:

         1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series B Preferred Stock" (the "Series B Preferred Stock") and
the number of shares constituting such series shall be One Million (1,000,000).
The stated value shall be One Dollar ($1.00) per share (the "Stated Value").

         2. DIVIDENDS. The holders of shares of Series B Preferred Stock shall
be entitled to receive semi-annually commencing January 15, 2000 and each July
15 and January 15, thereafter, out of any assets legally available therefor,
cumulative dividends, at the rate of twelve percent (12%) per annum of the
original issue price of the Series B Preferred Stock.

         3. LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, the holders
of the Series B Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Common Stock by reason of their ownership
thereof, an amount equal to the sum of (A) $1.00 for each outstanding share of
Series B Preferred Stock (the "Original Issue Price" for the Series B Preferred
Stock) and (B) an amount equal to declared but unpaid dividends on such share.
If upon the occurrence of such event, the assets and funds thus distributed
among the holders of the Series B Preferred Stock shall be insufficient to
permit the payment to such holders of the full aforesaid preferential amount,
then the entire assets and funds of the Corporation legally available for
distribution shall be distributed ratably among the holders of the Series B
Preferred Stock in proportion to the preferential amount each such holder is
otherwise entitled to receive.



<PAGE>

         4. REDEMPTION.

                  (a) At any time after the date of issuance of the Series B
Preferred Stock, this Corporation may redeem, from any source of funds legally
available therefor, some or all of the outstanding Series B Preferred Stock (the
date of each such redemption being referred to herein as the "Series B
Redemption Date"). The Corporation shall effect such redemption on the Series B
Redemption Date by paying in exchange for each share of Series B Preferred Stock
to be redeemed an amount in cash (the "Series B Redemption Price") equal to the
Original Issue Price and an amount equal to all declared but unpaid dividends
due to the date of such redemption.

         Any partial redemption effected pursuant to this Section (4)(a) shall
be made on a pro-rata basis among the holders of the Series B Preferred Stock in
proportion to the shares of Series B Preferred Stock then held by them.

                  (b) At least 10 days prior to the Redemption Date written
notice shall be mailed, first class postage prepaid, to each holder of record
(at the close of business on the business day next preceding the day on which
notice is given) of the Series B Preferred Stock to be redeemed at the address
last shown on the records of the Corporation for such holder, notifying such
holder of the redemption to be effected, specifying the number of shares to be
redeemed from such holder, the Redemption Date, the Series B Redemption Price,
the place at which payment may be obtained and calling upon such holder to
surrender to the Corporation, in the manner and at the place designated, his
certificate or certificates representing the shares to be redeemed (the
"Redemption Notice"). Except as provided in Section 4(c), on or after the
Redemption Date, each holder of Series B Preferred Stock to be redeemed shall
surrender to this Corporation the certificate or certificates representing such
shares, in the manner and at the place designated in the Redemption Notice, and
thereupon the Series B Redemption Price of such shares shall be payable to the
order of the person whose name appears on such certificate or certificates as
the owner thereof and each surrendered certificate shall be cancelled. In the
event less than all the shares represented by any such certificate are redeemed,
a new certificate shall be issued representing the unredeemed shares.

                  (c) From and after the Redemption Date, unless there shall
have been a default in payment of the Series B Redemption Price, all rights of
the holders of shares of Series B Preferred Stock designated for redemption in
the Redemption Notice as holder of Series A Preferred Stock (except the right to
receive the Series B Redemption Price without interest upon surrender of their
certificate or certificates) shall cease with respect to such shares, and such
shares shall not thereafter be transferred on the books of the Corporation or be
deemed to be outstanding for any purpose whatsoever. The shares of Series B
Preferred Stock not redeemed shall remain outstanding and entitled to all the
rights and preferences provided herein.

         5. VOTING RIGHTS. Holders of shares of the Series B Preferred Stock
shall have no voting rights, except as required by law.

         6. CONVERSION. The Series B Preferred Stock is not convertible.

                                       2


<PAGE>

         IN WITNESS WHEREOF, BRISTOL RETAIL SOLUTIONS, INC. has caused this
Certificate of Designation, Preferences and Rights of Series B Preferred Stock
to be duly executed by its Chief Financial Officer and attested to by its
Executive Assistant and has caused its corporate seal to be affixed hereto this
15 day of April, 1999.


                                       BRISTOL RETAIL SOLUTIONS, INC.


                                       By: /s/Michael S. Shimada
                                          ------------------------------
                                       Name: Michael S. Shimada
                                            ----------------------------
                                       Its. : Chief Financial Officer
                                             ---------------------------
(Corporate seal)

ATTEST:

 /s/Sharon Boyer
----------------------------