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                                                                  EXHIBIT 3.5


                           CERTIFICATE OF DESIGNATION
                                       OF
          SERIES B NON-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 B Non-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 B Non-Voting Participating Convertible Preferred Stock"
(hereinafter called "Series B"). Each share of Series B shall be identical in
all respects with all other shares of Series B 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 B 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 B 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 B remains
outstanding, the holders of shares of Series B 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 B 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 B 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 B remains outstanding shall be paid or distributed among
the holders of the Common Stock and the Series B in proportion to the shares of
Common Stock then held by
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the holders of the Common Stock and the shares of Common Stock which the holders
of the Series B then have the right to acquire upon conversion of the shares of
Series B 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 B 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 B 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 B 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 C Non-Voting Participating Convertible
Preferred Stock, but before any distribution or payment shall be made to the
holders of any junior stock, the holders of shares of Series B 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 B 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 B shall have no right to
participate in any such distributions.

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

                  (a) RIGHT TO CONVERT. Each share of Series B shall be
         convertible at the office of the Corporation or any transfer agent for
         such stock, at the option of the holder thereof, into either (i) at any
         time after the date of issuance of such share through and including the
         date on which the Series A shall have become mandatorily convertible
         one fully paid and nonassessable share of Series A Voting Participating
         Convertible Preferred Stock

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         (hereinafter called "Series A") of the Corporation or (ii) at any time
         after the date of issuance of such share such number of fully paid and
         nonassessable shares of Common Stock of the Corporation as is
         determined by dividing $4.63 by the Current Conversion Price applicable
         to such share, determined as hereinafter provided, in effect on the
         date the certificate representing such share is surrendered for
         conversion. The price at which shares of Common Stock shall be
         deliverable upon conversion of shares of the Series B (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
         Original Issue 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) MECHANICS OF CONVERSION. Before any holder of Series B
         shall be entitled to convert the same into shares of Series A or Common
         Stock, as the case may be, 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
         Series A or Common Stock, as the case may be, to be issued. The
         Corporation shall, as soon as practicable thereafter, issue and deliver
         at such office to such holder of Series B, a certificate or
         certificates for the number of shares of Series A or Common Stock, as
         the case may be, 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
         B to be converted, and the person or persons entitled to receive the
         shares of Series A or Common Stock, as the case may be, issuable upon
         such conversion shall be treated for all purposes as the record holder
         or holders of such shares of Series A or Common Stock, as the case may
         be, on such date.

                  (c) 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 Issue 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 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

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         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.

                  (d) ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION. If at
         any time after the Original Issue Date the Common Stock issuable upon
         conversion of the Series B 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 B 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 B immediately before that change.

                  (e) REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF
         ASSETS. If at any time or from time to time after the Original Issue
         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 B
         shall thereafter be entitled to receive upon conversion of the Series B
         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 B 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 B after
         the capital reorganization or reclassification, 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 B)
         shall be applicable after that event and be as nearly equivalent as
         practicable.

                  (f) NO IMPAIRMENT. 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,

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         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 B against impairment.

                  (g) 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 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 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 B.

                  (h) NOTICES OF RECORD DATE. In the event that the Corporation
         shall propose at any time after the Original Issue 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 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

                           (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).

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                  (i) 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 Series A or Common Stock, as the case may be, on
         conversion of Series B 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.

                  (j) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
         Corporation shall at all times reserve and keep available out of its
         authorized but unissued shares of Series A and Common Stock, solely for
         the purpose of effecting the conversion of the shares of the Series B,
         such number of its shares of Series A and Common Stock as shall from
         time to time be sufficient to effect the conversion of all outstanding
         shares of the Series B; and if at any time the number of authorized but
         unissued shares of Series A or Common Stock shall not be sufficient to
         effect the conversion of all then outstanding shares of the Series B,
         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 Series A or Common Stock, as the case may be, 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 the Certificate of
         Incorporation of the Corporation.

                  (k) FRACTIONAL SHARES. No fractional share shall be issued
         upon the conversion of any share or shares of Series B. All shares of
         Series A or Common Stock (including fractions thereof) issuable upon
         conversion of more than one share of Series B 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 Series A or 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).

                  (l) NOTICES. Any notice required by the provisions of this
         Section 5 to be given to the holders of shares of 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.

                  (m) 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

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         of the Corporation which is not subject to redemption by the
         Corporation. However, shares issuable upon conversion of shares of
         Series B shall include only shares of the class designated as Common
         Stock as of the original date of issuance of shares of Series B 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.

                  (n) 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(n) 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.

                  (o) 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.

                  (p) 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 B thereafter
         surrendered for conversion shall become entitled to receive any shares
         of capital stock of the Corporation other than Series A or Common
         Stock, thereafter the number of such other shares so receivable upon
         conversion of such shares of Series B 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.

                  (q) 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.


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                  (r) REIT SAVINGS CLAUSE. The Conversion Rights with respect to
         the Series B shall not exist to the extent that immediately after the
         conversion of such shares of Series B into Series A or Common Stock,
         Crescent Real Estate Equities, Inc., a Maryland corporation (together
         with its successors, "Crescent"), would be treated as owning more than
         10 percent of the outstanding voting securities of the Corporation for
         purposes of Section 856(c)(5) of the Internal Revenue Code of 1986, as
         amended (the "Code"). Any request by any holder of the Series B to
         exercise such holder's Conversion Rights must be accompanied by an
         opinion of counsel, which counsel and the form, scope and substance of
         such opinion must be satisfactory to Crescent in its sole and absolute
         discretion, stating that any proposed exercise of any holder's
         Conversion Rights will not cause Crescent to be treated as owning more
         than 10 percent of the outstanding voting securities of the Corporation
         for purposes of Section 856(c)(5) of the Code. Any exercise or
         purported exercise of any Conversion Rights in violation of this
         Section 5(r) shall be void ab initio.

         SECTION 6. VOTING RIGHTS. The holders of shares of Series B shall not
have any voting rights except as from time to time required by law.

         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 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.

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                  (b) MATTERS REQUIRING NOTICE. The Corporation shall notify the
         holders of the Series B (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) the default 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; provide, 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 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


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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 B.

         SECTION 9. DEFINITIONS. As used herein with respect to Series B, 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 Original Issue Date other than the Series C Non-Voting
         Participating Convertible Preferred Stock of the Corporation, which
         Series C Non-Voting Participating Convertible Preferred Stock is senior
         to, and has 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 B.

                  (d) The term "Original Issue Date" shall mean the date on
         which a share of Series B was first issued.

                  (e) 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.

                  (f) 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.

                  (g) 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.


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         SECTION 10. OTHER RIGHTS. The shares of Series B 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


                                     III-11