<PAGE>   1
                                                                     EXHIBIT 3.4



                           CERTIFICATE OF DESIGNATION
                                       OF
            SERIES A VOTING PARTICIPATING CONVERTIBLE PREFERRED STOCK
                                       OF
                               FRESH CHOICE, INC.

         Fresh Choice, Inc., a Delaware corporation, DOES HEREBY CERTIFY:

         That, pursuant to authority conferred upon the Board of Directors of
said corporation by virtue of its Certificate of Incorporation as amended and in
accordance with Section 151 of the General Corporation Law of the State of
Delaware, said Board of Directors has duly adopted a resolution providing for
the issuance of a series of Preferred Stock, par value $0.001 per share,
designated as Series A Voting Participating Convertible Preferred Stock, which
resolution reads as follows:

         "BE IT RESOLVED, that the Board of Directors (the "Board of Directors")
of Fresh Choice, Inc., a Delaware corporation (the "Corporation"), hereby
authorizes the issuance of a series of Preferred Stock and fixes its
designation, powers, preferences and relative, participating, optional or other
special rights, and qualifications, limitations and restrictions thereof, as
follows:

         SECTION 1. DESIGNATION. The distinctive serial designation of said
series shall be "Series A Voting Participating Convertible Preferred Stock"
(hereinafter called "Series A"). Each share of Series A shall be identical in
all respects with all other shares of Series A except as to the dates from and
after which dividends thereon shall be cumulative.

         SECTION 2. NUMBER OF SHARES. The number of shares in Series A shall
initially be 1,187,906, which number may from time to time be increased or
decreased (but not below the total number thereof then outstanding and reserved
for issuance) by the Board of Directors. Shares of Series A that are redeemed,
purchased or otherwise acquired by the Corporation or converted into Common
Stock shall be cancelled and shall revert to authorized but unissued shares of
Preferred Stock undesignated as to series.

         SECTION 3. DIVIDENDS. So long as any share of Series A remains
outstanding, the holders of shares of Series A shall be entitled to participate,
on an "as converted" basis, in and to receive, when, as and if declared by the
Board of Directors of the Corporation, but only out of funds legally available
therefore, any and all cash dividends and other distributions paid or made with
respect to any junior stock. So long as any share of Series A remains
outstanding, no dividend whatever shall be paid or declared and no distribution
shall be made on any junior stock, unless, contemporaneously therewith, a
dividend or other distribution on the shares of the Series A then outstanding
shall have been declared and set apart for payment as hereinafter provided. All
dividends and other distributions paid or made by the Corporation at any time as
any share of the Series A remains outstanding shall be paid or distributed among
the holders of the Common Stock and the Series A in proportion to the shares of
Common Stock then held by
<PAGE>   2




the holders of the Common Stock and the shares of Common Stock which the holders
of the Series A then have the right to acquire upon conversion of the shares of
Series A then held by them.

         In addition to the foregoing, in the event of any liquidation,
dissolution or winding up of the affairs of the Corporation (a "Liquidation")
following the occurrence of an Event of Non-Compliance, and continuing through
and including the date on which any such Liquidation occurs, the holders of the
Series A shall be entitled to receive, when, as and if declared by the Board of
Directors of the Corporation, but only out of funds legally available therefore,
cumulative preferential cash dividends at the annual rate of $0.56 per share,
and no more, calculated from the first date of the occurrence of an Event of
Non-Compliance, and payable pursuant to Section 4 hereof. So long as any share
of Series A remains outstanding, no dividend whatever shall be paid or declared
and no distribution shall be made on any junior stock, and no shares of junior
stock shall be purchased, redeemed or otherwise acquired for consideration by
the Corporation, directly or indirectly, unless all accrued dividends on all
outstanding shares of Series A shall have been paid. For the sole purpose of
this paragraph, any merger, consolidation or sale of substantially all the
assets of the Corporation shall be deemed to be a Liquidation for the purposes
of such rights to cumulative preferential dividends, and shall be paid prior to
the consummation of any such transaction.

         SECTION 4. LIQUIDATION RIGHTS. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, then, after payment in full of all amounts, if any, owing to the
holders of the Corporation's Series B Non-Voting Participating Convertible
Preferred Stock (hereinafter called "Series B") and Series C Non-Voting
Participating Convertible Preferred Stock (hereinafter called "Series C"), but
before any distribution or payment shall be made to the holders of any junior
stock, the holders of shares of Series A shall be entitled to be paid in full an
amount equal to $4.63 per share, together with all accrued dividends to such
distribution or payment date whether or not earned or declared. After payment in
full of all amounts owing to the holders of shares of Series A as herein
provided, the remaining assets of the Corporation, if any, may be distributed by
the Corporation as provided in Section 281 of the General Corporation Law of the
State of Delaware or other controlling provision of applicable law, and the
holders of shares of Series A shall have no right to participate in any such
distributions.

         SECTION 5. CONVERSION RIGHTS. The holders of shares of Series A shall
have conversion rights as follows (the "Conversion Rights"):

                  (a) RIGHT TO CONVERT. Each share of Series A shall be
         convertible, at the option of the holder thereof, at any time after the
         date of issuance of such share at the office of the Corporation or any
         transfer agent for such stock, into such number of fully paid and
         nonassessable shares of Common Stock of the Corporation as is
         determined by


                                       2


<PAGE>   3




         dividing $4.63 by the Current Conversion Price applicable to such
         share, determined as hereinafter provided, in effect on the date the
         certificate is surrendered for conversion. The price at which shares of
         Common Stock shall be deliverable upon conversion of shares of the
         Series A (the "Stated Conversion Price") shall initially be $4.63 per
         share of Common Stock. The Stated Conversion Price shall be adjusted
         from and after the date of filing this Certificate (the "Original
         Filing Date") as hereinafter provided. The Stated Conversion Price at
         any time in effect or, in the case of any such adjustment, such Stated
         Conversion Price as most recently so adjusted, is herein called the
         "Current Conversion Price."

                  (b) MANDATORY CONVERSION. At the option of the Corporation,
         each share of Series A shall be converted into shares of Common Stock
         at the Current Conversion Price then in effect at any time after both
         the following conditions shall have been satisfied: (i) either (A) the
         average Closing Prices (as hereinafter defined) for the Common Stock
         during any 120-day consecutive Trading Day (as hereinafter defined)
         period beginning on the first anniversary following the filing of this
         Certificate shall equal or exceed $15.00 per share (as adjusted for any
         stock dividends, combinations or splits with respect to such shares),
         or (B) the Corporation shall have consummated the sale of originally
         issued shares of Common Stock equal to or greater than 25% of the total
         number of shares outstanding immediately preceding the date of such
         original issuance (calculated on a fully diluted basis) at a price per
         share (prior to underwriters' discounts and expenses) of Common Stock
         equal to or greater than $15.00 (as adjusted for any stock dividends,
         combinations or splits with respect to such shares) pursuant to a firm
         commitment, underwritten public offering registered pursuant to the
         provisions of the Securities Act of 1933, as amended, other than a
         registration relating solely to a transaction under Rule 145 under such
         Act (or any successor thereto) or to an employee benefit plan of the
         Corporation; and (ii) the shares of the Common Stock issuable upon
         conversion of the Series A shall have been registered for resale in the
         open market without restriction by any holder of the Series A who
         receives Common Stock pursuant to this mandatory conversion provision
         pursuant to an effective shelf registration statement under the
         Securities Act of 1933, as amended, and the Corporation shall have
         agreed to keep such registration effective until the holder of the
         Series A receiving Common Stock pursuant to this mandatory conversion
         provision shall be free to resell such Common Stock in the open market
         without restrictions. The Corporation may exercise its option by
         delivering to the holders of the Series A and the transfer agent for
         the Series A a certificate from the Corporation's independent certified
         public accountants certifying compliance with both of the conditions
         set forth above. As used herein, the term "Closing Price" on any day
         shall mean the reported last sale price per share of Common Stock
         regular way on such day or, in case no such sale takes place on such
         day, the average of the reported closing bid and asked prices regular
         way, in each case on the New York Stock Exchange, or, if the Common
         Stock is not listed or admitted to trading


                                       3

<PAGE>   4




         on such exchange, on the American Stock Exchange, or, if the Common
         Stock is not listed or admitted to trading on such Exchange, on The
         Nasdaq Stock Market, or if the Common Stock is not listed or admitted
         to trade thereon, on the principal national securities exchange on
         which the Common Stock is listed or admitted to trading, or, if the
         Common Stock is not listed or admitted to trading on any national
         securities exchange or market, the average of the closing bid and asked
         prices in the over-the-counter market as reported by the National
         Association of Securities Dealers, or, if not so reported, as reported
         by the National Quotation Bureau, Incorporated, or any successor
         thereof, or, if not so reported, the average of the closing bid and
         asked prices as furnished by any member of that National Association of
         Securities Dealers, Inc. selected from time to time by the Corporation
         for that purpose; and the term "Trading Day" shall mean a day on which
         the principal national securities exchange or market on which the
         Common Stock is listed or admitted to trading is open for the
         transaction of business or, if the Common Stock is not listed or
         admitted to trading on any national securities exchange, a Monday,
         Tuesday, Wednesday, Thursday or Friday on which banking institutions in
         the Borough of Manhattan, The City of New York, are not authorized or
         obligated by law or executive order to close.

                  (c) MECHANICS OF CONVERSION. Before any holder of Series A
         shall be entitled to convert the same into shares of Common Stock, such
         holder shall surrender the certificate or certificates therefor, duly
         endorsed, at the office of the Corporation or of any transfer agent for
         such stock, and shall give written notice to the Corporation at such
         office that such holder elects to convert the same and shall state
         therein the name or names in which such holder wishes the certificate
         or certificates for shares of Common Stock to be issued. The
         Corporation shall, as soon as practicable thereafter, issue and deliver
         at such office to such holder of Series A, a certificate or
         certificates for the number of shares of Common Stock to which such
         holder shall be entitled as aforesaid. Such conversion shall be deemed
         to have been made immediately prior to the close of business on the
         date of surrender of the shares of Series A to be converted, and the
         person or persons entitled to receive the shares of Common Stock
         issuable upon such conversion shall be treated for all purposes as the
         record holder or holders of such shares of Common Stock on such date.

                  (d) ADJUSTMENTS TO CURRENT CONVERSION PRICE FOR STOCK
         DIVIDENDS AND FOR COMBINATIONS OR SUBDIVISIONS OF COMMON STOCK. In the
         event that the Corporation at any time or from time to time after the
         Original Filing Date shall declare or pay, without consideration, any
         dividend on the Common Stock payable in Common Stock or in any right to
         acquire Common Stock for no consideration, or shall effect a
         subdivision of the outstanding shares of Common Stock into a greater
         number of shares of Common Stock (by stock split, reclassification or
         otherwise than by payment of a dividend in Common Stock or in any right
         to acquire Common Stock), or in the event the outstanding shares



                                       4

<PAGE>   5



         of Common Stock shall be combined or consolidated, by reclassification
         or otherwise, into a lesser number of shares of Common Stock, then the
         Current Conversion Price in effect immediately prior to such event
         shall, concurrently with the effectiveness of such event, be
         proportionately decreased or increased, as appropriate. In the event
         that the Corporation shall declare or pay, without consideration, any
         dividend on the Common Stock payable in any right to acquire Common
         Stock for no consideration, then the Corporation shall be deemed to
         have made a dividend payable in Common Stock in an amount of shares
         equal to the maximum number of shares issuable upon exercise of such
         rights to acquire Common Stock.

                  (e) ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION. If at
         any time after the Original Filing Date the Common Stock issuable upon
         conversion of the Series A shall be changed into the same or a
         different number of shares of any other class or classes of stock,
         whether by capital reorganization, reclassification or otherwise, the
         Current Conversion Price then in effect shall, concurrently with the
         effectiveness of such reorganization or reclassification, be
         proportionately adjusted so that the Series A shall be convertible
         into, in lieu of the number of shares of Common Stock which the holders
         would otherwise have been entitled to receive, a number of shares of
         such other class or classes of stock equivalent to the number of shares
         of Common Stock that would have been subject to receipt by the holders
         upon conversion of the Series A immediately before that change.

                  (f) REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF
         ASSETS. If at any time or from time to time after the Original Filing
         Date there is a capital reorganization or reclassification of the
         capital stock of the Corporation (other than a recapitalization,
         subdivision, combination, reclassification, exchange or substitution of
         shares provided for elsewhere in this Section 5) or a merger,
         consolidation or sale of all or substantially all of the assets of the
         Corporation, as a part of and as a condition to such capital
         reorganization or reclassification, merger, consolidation or sale of
         assets provision shall be made so that the holders of the Series A
         shall thereafter be entitled to receive upon conversion of the Series A
         the number of shares of stock or other securities or property of the
         Corporation to which a holder of the number of shares of Common Stock
         deliverable upon conversion of the Series A would have been entitled on
         such capital reorganization or reclassification, merger, consolidation
         or sale of assets, subject to adjustment in respect of such stock or
         securities by the terms thereof. In any such case, appropriate
         adjustment shall be made in the application of the provisions of this
         Section 5 with respect to the rights of the holders of Series A after
         the capital reorganization, merger, consolidation or sale of assets to
         the end that the provisions of this Section 5 (including adjustment of
         the Current Conversion Price then in effect and the number of shares
         issuable upon conversion of the Series A) shall be applicable after
         that event and be as nearly equivalent as practicable.



                                       5

<PAGE>   6

                  (g) NO IMPAIRMENT. From and after the Original Filing Date,
         the Corporation will not, by amendment of its Certificate of
         Incorporation or through any reorganization, transfer of assets,
         consolidation, merger, dissolution, issue or sale of securities or any
         other voluntary action, avoid or seek to avoid the observance or
         performance of any of the terms to be observed or performed hereunder
         by the Corporation, but will at all times in good faith assist in the
         carrying out of all the provisions of this Section 5, and in the taking
         of all such action as may be necessary or appropriate in order to
         protect the Conversion Rights of the holders of the Series A against
         impairment.

                  (h) CERTIFICATES AS TO ADJUSTMENTS. Upon the occurrence of
         each adjustment or readjustment of any Current Conversion Price
         pursuant to this Section 5, the Corporation at its expense shall
         promptly compute such adjustment or readjustment in accordance with the
         terms hereof and prepare and furnish to each holder of Series A and
         Series B Non-Voting Participating Convertible Preferred Stock
         (hereinafter called "Series B") a certificate executed by the
         Corporation's President or Chief Financial Officer setting forth such
         adjustment or readjustment and showing in detail the facts upon which
         such adjustment or readjustment is based. The Corporation shall, upon
         the written request at any time of any holder of Series A or Series B,
         furnish or cause to be furnished to such holder a like certificate
         setting forth (i) such adjustments and readjustments, (ii) the Current
         Conversion Price for such series of Preferred Stock at the time in
         effect, and (iii) the number of shares of Common Stock and the amount,
         if any, of other property which at the time would be received upon the
         conversion of the Series A.

                  (i) NOTICES OF RECORD DATE. In the event that the Corporation
         shall propose at any time after the Original Filing Date: (i) to
         declare any dividend or distribution upon its Common Stock, whether in
         cash, property, stock or other securities, whether or not a regular
         cash dividend and whether or not out of earnings or earned surplus;
         (ii) to offer for subscription pro rata to the holders of any class or
         series of its stock any additional shares of stock of any class or
         series or other, rights; (iii) to effect any reclassification or
         recapitalization of its Common Stock outstanding involving a change in
         the Common Stock; or (iv) to merge or consolidate with or into any
         other corporation, or sell, lease or convey all or substantially all of
         its assets, or to liquidate, dissolve or wind up; then, in connection
         with each such event, the Corporation shall send to the holders of
         Series A and Series B:

                           (i) at least twenty (20) days' prior written notice
                  of the date on which a record shall be taken for such
                  dividend, distribution or subscription rights (and specifying
                  the date on which the holders of Common Stock shall be
                  entitled thereto) or for determining rights to vote, if any,
                  in respect of the matters referred to in (iii) and (iv) above;
                  and



                                       6


<PAGE>   7



                           (ii) in the case of the matters referred to in (iii)
                  and (iv) above, at least twenty (20) days' prior written
                  notice of the date when the same shall take place (and
                  specifying the date on which the holders of Common Stock shall
                  be entitled to exchange their Common Stock for securities or
                  other property deliverable upon the occurrence of such event).

                  (j) ISSUE TAXES. The Corporation shall pay any and all issue
         and other taxes that may be payable in respect of any issue or delivery
         of shares of Common Stock on conversion of Series A pursuant hereto;
         provided, however, that the Corporation shall not be obligated to pay
         any transfer taxes resulting from any transfer requested by any holder
         in connection with any such conversion.

                  (k) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
         Corporation shall at all times reserve and keep available out of its
         authorized but unissued shares of Common Stock, solely for the purpose
         of effecting the conversion of the shares of the Series A, such number
         of its shares of Common Stock as shall from time to time be sufficient
         to effect the conversion of all outstanding shares of the Series A; and
         if at any time the number of authorized but unissued shares of Common
         Stock shall not be sufficient to effect the conversion of all then
         outstanding shares of the Series A, the Corporation will take such
         corporate action as may, in the opinion of its counsel, be necessary to
         increase its authorized but unissued shares of Common Stock to such
         number of shares as shall be sufficient for such purpose, including,
         without limitation, engaging in best efforts to obtain the requisite
         stockholder approval of any necessary amendment to this Certificate.

                  (l) FRACTIONAL SHARES. No fractional share shall be issued
         upon the conversion of any share or shares of Series A. All shares of
         Common Stock (including fractions thereof) issuable upon conversion of
         more than one share of Series A by a holder thereof shall be aggregated
         for purposes of determining whether the conversion would result in the
         issuance of any fractional share. If, after the aforementioned
         aggregation, the conversion would result in the issuance of a fraction
         of a share of Common Stock, the Corporation shall, in lieu of issuing
         any fractional share, pay the holder otherwise entitled to such
         fraction a sum in cash equal to the fair market value of such fraction
         on the date of conversion (as determined in good faith by the Board of
         Directors).

                  (m) NOTICES. Any notice required by the provisions of this
         Section 5 to be given to the holders of shares of Series A and Series B
         shall be deemed given if deposited in the United States mail, postage
         prepaid, or if sent by facsimile or delivered personally by hand or
         nationally recognized courier and addressed to each holder of record at
         such holder's address or facsimile number appearing in the records of
         the Corporation.



                                       7


<PAGE>   8

                  (n) MEANING OF "COMMON STOCK". For the purpose of this Section
         5, the term "Common Stock" shall include any stock of any class or
         series of the Corporation which has no preference or priority in the
         payment of dividends or in the distribution of assets in the event of
         any voluntary or involuntary liquidation, dissolution or winding up of
         the Corporation which is not subject to redemption by the Corporation.
         However, shares issuable upon conversion of shares of Series A shall
         include only shares of the class designated as Common Stock as of the
         original date of issuance of shares of Series A or shares of the
         Corporation of any classes or series resulting from any
         reclassification or reclassifications thereof and which have no
         preference or priority in the payment of dividends or in the
         distribution of assets in the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation and which are
         not subject to redemption by the Corporation, provided that if at any
         time there shall be more than one such resulting class or series, the
         shares of each such class and series then so issuable shall be
         substantially in the proportion which the total number of shares of
         such class and series resulting from all such reclassifications bears
         to the total number of shares of all such classes and series resulting
         from all such reclassifications.

                  (o) POSTPONEMENT OF ADJUSTMENTS; CALCULATIONS. Any adjustment
         in the conversion price otherwise required by this Section 5 to be made
         may be postponed if such adjustment (plus any other adjustments
         postponed pursuant to this paragraph 5(o) and not theretofore made)
         would not require an increase or decrease of more than 1% in such
         price. All calculations hereunder shall be made to the nearest cent or
         to the nearest 1/100th of a share, as the case may be.

                  (p) TAX ADJUSTMENTS. The Board of Directors may make such
         adjustments in the conversion price, in addition to those required by
         this Section 5, as shall be determined by the Board of Directors to be
         advisable in order to avoid taxation so far as practicable of any
         dividend of stock or stock rights or any event treated as such for
         Federal income tax purposes to the recipients. The Board of Directors
         shall have the power to resolve any ambiguity or correct any error in
         this Section 5, and its action in so doing shall be final and
         conclusive.

                  (q) ADJUSTMENTS APPLICABLE TO NEW SECURITIES. In the event
         that any time, as a result of an adjustment made pursuant to the
         provisions hereof, the holder of any shares of Series A thereafter
         surrendered for conversion shall become entitled to receive any shares
         of capital stock of the Corporation other than Common Stock, thereafter
         the number of such other shares so receivable upon conversion of such
         shares of Series A shall be subject to adjustment from time to time in
         a manner and on terms as nearly equivalent as practicable to the
         provisions with respect to the Common Stock contained in Section 5 with
         respect to the Common Stock shall apply on like terms to any such other
         shares.



                                       8


<PAGE>   9



                  (r) ACCOUNTANTS' CERTIFICATE. The certificate of any
         independent firm of public accountants of recognized standing selected
         by the Board of Directors shall be presumptive evidence of the
         correctness of any computation made under this Section 5.

         SECTION 6. VOTING RIGHTS. The holders of shares of Series A shall not
have any voting rights except as set forth below or as otherwise from time to
time required by law.

         The holders of Series A shall be entitled to vote, voting together with
the holders of Common Stock as a single class, on all matters submitted to a
vote of, or approval by, the Corporation's stockholders. Each holder of Series A
shall be entitled to the number of votes equal to the number of shares of Common
Stock into which the shares of Series A held by such holder are, at the time of
any vote or approval, then convertible (in each case, rounded up to the next
whole share).

         At any time when the Requisite Shares shall be outstanding, in addition
to any other vote or consent of stockholders required by law or by the
Certificate of Incorporation, the consent of the holders of at least a majority
of the shares of Series A at the time outstanding, voting together as a single
class, given in person or by proxy, either in writing without a meeting or by
vote at any meeting called for the purpose, shall be necessary for authorizing,
effecting or validating any of the following actions; provided, however, if
there are members of the Corporation's Board of Directors who have been elected
to hold such office by the holders of the Series A, or appointed to hold such
office, pursuant to, or in accordance with, the provisions hereof, then the
approval of the holders of the Series A shall be necessary only for authorizing,
effecting or validating any of the following actions which have not been
approved by each of such members:

                           (i) Any amendment, alteration or repeal of any of the
                  provisions of the Certificate of Incorporation, or of the
                  Bylaws, of the Corporation affecting in any manner whatsoever
                  meetings of stockholders, special meetings, meeting notices,
                  quorums, size of board, vacancies on the board, or provisions
                  relating to the amendment of the Certificate of Incorporation
                  or Bylaws;

                           (ii) The authorization or creation of, or the
                  increase in the authorized number of, any shares of any class
                  or series or any security convertible into shares of any class
                  or series ranking prior or senior to, or pari passu or on a
                  parity with, the shares of Series A in the distribution of
                  assets on any liquidation, dissolution, or winding up of the
                  Corporation or in the payment of dividends or otherwise, or
                  any increase or decrease (but not below the number of shares
                  thereof then outstanding) in the authorized number of shares
                  of Series A;



                                       9

<PAGE>   10

                           (iii) The merger or consolidation of the Corporation
                  with or into any other corporation or other entity, or the
                  sale of all or substantially all of the assets of the
                  Corporation, or any other business combination (as such term
                  is defined in Section 203 of the Delaware General Corporation
                  Law;

                           (iv) Any increase in the number of Directors
                  constituting the whole Board of Directors of the Corporation
                  to more than seven;

                           (v) Any "fundamental change" transaction, including,
                  without limitation, any transaction or other event pursuant to
                  which the Corporation would change its principal business
                  activity or add additional business activities or other lines
                  of business;

                           (vi) Material deviations from annual operating or
                  capital budgets;

                           (vii) Material changes in the operating strategy of
                  the Corporation;

                           (viii) Any acquisition or repurchase of any security
                  of the Corporation except as permitted or required by any
                  employee benefit plan of the Corporation duly authorized and
                  approved by the Corporation's stockholders prior to its
                  implementation by the Corporation;

                           (ix) Any incurrence of, or the entering into any
                  contract or agreement to alter or amend the instruments
                  governing, any indebtedness for borrowed money or capital
                  leases (including liens and leases) in an aggregate amount
                  greater than $5,000,000; or

                           (x) The creation of or investment in any subsidiary
                  of the Corporation.

         So long as the Requisite Shares and any shares of Series A are
outstanding, if and whenever an Event of Non-Compliance shall occur, and for so
long as any Event of Non-Compliance shall be continuing, the number of Directors
then constituting the whole Board of Directors shall be automatically increased
to create such number of vacancies as are necessary so that such vacancies
constitute a majority of the whole Board of Directors, and the holders of shares
of Series A at the time outstanding, in addition to any other vote or consent of
stockholders required by law or by the Certificate of Incorporation, voting
separately as a single class, given in person or by proxy, either in writing
without a meeting or by vote at any meeting called for the purpose,voting
separately as a class, shall be entitled to elect the additional directors
necessary to fill such newly created vacancies. Whenever all Events of
Non-Compliance shall have been cured or waived, then the right of the holders of
the shares of Series A to elect such additional directors shall cease (but
subject always to the same provisions for the vesting of such voting


                                       10


<PAGE>   11



rights in the case of any similar future occurrences), and the terms of office
of all persons elected as Directors by the holders of the shares of Series A
shall forthwith terminate and the number of Directors constituting the whole
Board of Directors shall be reduced accordingly.

         At any time after any additional voting power shall have been so vested
in the holders of shares of Series A, the Secretary of the Corporation may, and
upon the written request of any holder of shares of Series A (addressed to the
Secretary at the principal office of the Corporation) shall, call a special
meeting of the holders of the shares of Series A for the election of the
Directors to be elected by them as herein provided, such call to be made by
notice similar to that provided in the Bylaws for a special meeting of the
stockholders or as required by law. If any such special meeting required to be
called as above provided shall not be called by the Secretary within 20 days
after receipt of any such request, then any holder of shares of Series A may
call such meeting, upon the notice above provided, and for that purpose shall
have access to the stock books of the Corporation. The Directors elected at any
such special meeting shall hold office until the next annual meeting of the
stockholders if such office shall not have previously terminated as above
provided. In case any vacancy shall occur among the Directors elected by the
holders of the shares of Series A, a successor shall be elected by the Board of
Directors to serve until the next annual meeting of the stockholders upon the
nomination of the then remaining Directors elected by the holders of the shares
of Series A or the successor of such remaining Directors. Any Directors who
shall have been elected by the holders of Series A or by any Directors so
elected may be removed during the aforesaid term of office, either with or
without cause, by, and only by, the affirmative vote of the holders of a
majority of the shares of the Series A, voting separately as a single class,
given either at a special meeting of such stockholders duly called for that
purpose or pursuant to a written consent of stockholders, and any vacancy
thereby created may be filled by the holders of Series A represented at such
meeting or pursuant to such written consent. If the holders of shares of Series
A become entitled under the foregoing provisions to elect or participate in the
election of Directors, such entitlement shall not affect the right of such
holders to vote as stated in the first paragraph of this Section 6.

         SECTION 7. COVENANTS; "EVENT OF NON-COMPLIANCE" DEFINED. For so long as
the Requisite Shares shall be outstanding, the Corporation shall do each of the
following:

                  (a) PROFITABILITY. The Corporation's consolidated net income
         before all amounts properly recorded for interest, taxes, depreciation
         and amortization ("EBITDA"), in each case, as set forth in the audited
         financial statements of the Corporation for the fiscal years indicated,
         shall be, (i) for fiscal year 1996, $1,500,000; (ii) for fiscal year
         1997, $3,500,000; and (iii) for fiscal year 1998, $5,500,000. As used
         herein, the term "EBITDA Period" means each fiscal year of the
         Corporation ending in December 1996, December 1997, and December 1998;
         and the term "EBITDA Target" for any EBITDA Period means the dollar
         amount of EBITDA required to be earned by the Corporation for each such
         EBITDA Period as set forth in the preceding sentence, or as
         subsequently



                                       11


<PAGE>   12




         modified as hereinafter provided. If the Board of Directors of the
         Corporation shall unanimously and specifically authorize and approve
         any act or activity of the Corporation the result of which will be to
         reduce the Corporation's EBITDA for any EBITDA Period, and such
         reduction in the EBITDA is unanimously and specifically authorized and
         approved by the Board of Directors, the EBITDA Target or Targets, as
         the case may be, shall be deemed to be automatically reduced to the
         dollar amount equal to the amount calculated by multiplying the
         Corporation's new, revised budgeted EBITDA by a fraction the numerator
         of which is the original EBITDA Target specified for the applicable
         EBITDA Period in the first sentence of this paragraph and the
         denominator of which is the originally budgeted EBITDA for such EBITDA
         Period as such originally budgeted EBITDA is set forth in the Business
         Plan of the Corporation as of April 26, 1996.

                  (b) MATTERS REQUIRING NOTICE. The Corporation shall notify the
         holders of the Series A (i) ten days prior to the taking of any action
         to reduce any EBITDA Target, and (ii) promptly upon acquiring knowledge
         of the occurrence of any Event of Non-Compliance.

                  (c) "EVENT OF NON-COMPLIANCE" DEFINED. As used herein, an
         "Event of Non-Compliance" means (i) the breach of or violation by the
         Corporation of any covenant of the Corporation set forth in paragraphs
         (a) and (b) of this Section 7, and such violation is not cured or
         waived within 30 days, or (ii) either a monetary default or a material
         non-monetary default, or both, under any material bond, note or other
         evidence of indebtedness of the Corporation or under any indenture or
         other instrument under which any such evidence if indebtedness has been
         issued or by which it is governed and the expiration of the applicable
         period of grace, if any, specified in such evidence of indebtedness;
         provided, however, that, if such default under such evidence of
         indebtedness, indenture or other instrument shall be cured by the
         Corporation, or be waived by the holders of such indebtedness, in each
         case as may be permitted by such evidence of indebtedness, indenture or
         other instrument, the Event of Non-Compliance hereunder by reason of
         such default shall be deemed likewise to have been thereupon cured or
         waived. In the event the Corporation's EBITDA for any EBITDA Period
         shall be an amount less than the EBITDA Target for such EBITDA Period,
         but shall be an amount equal to or greater than the product obtained by
         multiplying (i) the EBITDA Target for such EBITDA Period by (ii) .95
         (the EBITDA Target less such amount being hereinafter called the
         "Shortfall"), then, in such event, the failure of the Corporation to
         earn an amount equal to or greater than the EBITDA Target for such
         EBITDA Period shall be deemed to have been cured if, for the first
         quarter of the Corporation's fiscal year next following the EBITDA
         Period during which the Corporation shall fail to have earned the
         EBITDA Target, the Corporation shall have earned the sum of (x) the
         Shortfall, plus (y) the First Quarter Projected EBITDA (as hereinafter
         defined). As used herein, the term "First Quarter Projected EBITDA"
         shall mean either (i) the amount determined by



                                       12

<PAGE>   13




         multiplying the Corporation's budgeted EBITDA for the applicable
         quarter by a fraction the numerator of which is the EBITDA Target for
         the EBITDA Period in which the quarter falls and the denominator of
         which is the Corporation's budgeted EBITDA for such EBITDA Period, or
         (ii) if the Corporation's budgeted EBITDA for the applicable quarter
         shall be a loss, then the Corporation's budgeted loss for such quarter,
         whichever of (i) or (ii) is less. For the purposes hereof, the
         references to budgeted amounts refer to the budgets of the Corporation
         duly approved by the Corporation's Board of Directors in the ordinary
         course of business and consistent with past practice.

         SECTION 8. REDUCTION IN VALUE OR SECURITY. The Corporation shall not in
any manner, whether by amendment of the Certificate of Incorporation (including,
without limitation, any Certificate of Designations), merger, reorganization,
recapitalization, consolidation, sale of assets, sale of stock, tender offer,
dissolution or otherwise, take any action, or permit any action to be taken,
solely or primarily for the purpose of increasing the value of any class of
stock of the Corporation if the effect of such action is to reduce the value or
security of the Series A.

         SECTION 9. DEFINITIONS. As used herein with respect to Series A, the
following terms shall have the following meanings:

                  (a) The term "accrued dividends," with respect to any share of
         any class or series, shall mean an amount computed at the annual
         dividend rate for the class or series of which the particular share is
         a part, from the date on which dividends on such share became
         cumulative to and including the date to which such dividends are to be
         accrued, less the aggregate amount of all dividends theretofore paid
         thereon.

                  (b) The term "business day" shall mean each Monday, Tuesday,
         Wednesday, Thursday or Friday on which banking institutions in the
         Borough of Manhattan, The City of New York, are not authorized or
         obligated by law or executive order to close.

                  (c) The term "junior stock" shall mean the Common Stock and
         any other series of Preferred Stock of the Corporation, or any other
         class or series of the capital stock of the Corporation, authorized or
         issued after the date on which this Certificate is filed other than the
         Series B Non-Voting Participating Convertible Preferred Stock of the
         Corporation and the Series C Non-Voting Participating Convertible
         Preferred Stock of the Corporation, which Series B Non-Voting
         Participating Convertible Preferred Stock and Series C Non-Voting
         Participating Convertible Preferred Stock are senior to, and have
         preference and priority in the payment of dividends and in the
         distribution of assets on any liquidation, dissolution or winding up of
         the Corporation over, the Series A.



                                       13


<PAGE>   14



                  (d) The term "person" shall mean any individual, corporation,
         partnership, joint venture, joint stock association, business trust and
         other business entity, trust, unincorporated organization, governmental
         agency or authority or any other form of entity.

                  (e) The term "Requisite Shares" means the greater of (i)
         593,953 shares of the Series A, Series B and Series C, taken together,
         or (ii) 50% of the total shares of the Series A, Series B and Series C
         issued on or after the date of filing this Certificate.

                  (f) The term "subsidiary" shall mean, as to a particular
         parent corporation, any person of which 50% or more of the indicia of
         equity rights is at the time directly or indirectly owned by such
         parent corporation or by one or more persons controlled by, controlling
         or under common control with such parent corporation.

         SECTION 10. OTHER RIGHTS. The shares of Series A shall not have any
powers, preferences or relative, participating, optional or other special
rights, or qualifications, limitations or restrictions thereof, other than as
set forth herein.

         IN WITNESS WHEREOF, Fresh Choice, Inc. has caused this Certificate to
be signed by Robert Ferngren, its President, this 13th day of September, 1996.

                                        Fresh Choice, Inc.



                                        By  /s/ Robert Ferngren
                                          --------------------------
                                          Robert Ferngren, President




                                       14