<PAGE>

                          CALIFORNIA CULINARY ACADEMY, INC.
                            ORDER OF PARTS OF EXHIBIT 3.1

1.  Certificate of Amendment and Restatement of Articles of Incorporation
    (signed December 1989)

2.  Certificate of Amendment of Amended and Restated Articles of Incorporation
    (dated May 10, 1993)

3.  Certificate of Correction of Certificate of Amended and Restated Articles
    of Incorporation (dated June 7, 1993)

4.  Certificate of Amendment of Articles of Incorporation (dated July 25, 1996)

5.  Certificate of Determination of Rights, Preferences, Privileges and
    Restrictions of Series A Preferred Stock (dated August 9, 1996)


<PAGE>

                               CERTIFICATE OF AMENDMENT
                                  AND RESTATEMENT OF
                             ARTICLES OF INCORPORATION OF
                                           
                          CALIFORNIA CULINARY ACADEMY. INC.
                                           

    DR. THOMAS A. BLOOM and WILLIAM G. DEMAR certify that:

         1. They are President and Secretary, respectively, of CALIFORNIA
CULINARY ACADEMY, INC., a California corporation;

         2. Attached hereto as "Exhibit A" are the Amended and Restated
Articles of Incorporation of CALIFORNIA CULINARY ACADEMY, INC.:

         3. The Amendments set forth in the Amended and Restated Articles of
Incorporation have been duly approved by the Board of Directors of the
Corporation;

         4. The Amendments set forth in the Amended and Restated Articles have
been duly approved by the required vote of the shareholders of the Corporation
in accordance with Section 902 of the California General Corporation Law. The
Corporation has two classes of shares: Common and Preferred. The number of
outstanding Common shares is 450 and the number of outstanding Preferred shares
is 855. The number of shares voted in favor of the Amendment equaled or exceeded
the vote required for each class of shares. The percentage required for the
approval of the Amendments set forth in the Restated Articles was more than
fifty percent.

         5. The Amendments set forth in the Amended and Restated Articles have
been duly approved by the required 80% combined vote of the outstanding shares
of the Corporation in accordance with Article IV of the Corporation's Articles
of Incorporation as amended on March 26, 1987.

         6. The Amendments set forth in the Amended and Restated Articles have
been duly approved by the required majority vote of the outstanding Preferred
shares of the Corporation, voting separately, in accordance with Section 903 of
the California General Corporation Law.

<PAGE>


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



Dated: December 11, 1989               /s/ Dr. Thomas A. Bloom
                                  ------------------------------
                                  DR. THOMAS A. BLOOM
                                  President



Dated: December 11, 1989               /s/ William G. Demar
                                  ------------------------------
                                  WILLIAM G. DEMAR
                                  Secretary


                                          2


<PAGE>


                                 AMENDED AND RESTATED
                                           
                             ARTICLES OF INCORPORATION OF
                                           
                          CALIFORNIA CULINARY ACADEMY, INC.
                                           

                                          I.
                                           
         The name of this corporation is CALIFORNIA CULINARY ACADEMY, INC.

                                         II.
                                           
         The purpose of this 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.
                                           
         This corporation is authorized to issue three classes of stock:
Common, Series "A" Preferred, and Series "B" Preferred. The total number of
shares of stock which this corporation has authority to issue is 8,100,
consisting of 5,000 shares of Common Stock, $.10 par value ("Common Stock"), and
1,550 shares of Series "A" Preferred Stock, $1.00 par value ("Series "A"
Preferred Stock"), and 1,550 shares of Series "B" Preferred Stock, $1.00 par
value ("Series "a" Preferred Stock"). The shares of Preferred Stock of the
Corporation that are outstanding as of the filing of these Amended and Restated
Articles shall become Series "B" Preferred Stock.

         LIQUIDATION PREFERENCE. Upon the voluntary or involuntary liquidation,
winding up or dissolution of the corporation, out of the assets available for
distribution to the shareholders, the Series "A" Preferred Stock shall be
entitled to receive, in preference to any payment of the Series "B" Preferred
Stock and/or Common Stock, an amount equal to Four Thousand Dollars ($4,000.00)
per share. Thereafter, Series "B" Preferred Stock shall be entitled to receive,
in preference to any payment on the Common Stock [and AFTER payment of
preference on Series "A" Preferred Stock set forth above], an amount equal to
One Thousand Six Hundred Thirty-Six Dollars and 36/100 ($1,636.36) per share.


                                          3

<PAGE>


         Thereafter, the Common Stock shall be entitled to receive Four
Thousand Dollars ($4,000.00) per share to be paid in conjunction with a Two
Thousand Three Hundred Sixty-Three Dollar ($2,363.00) per share preference to
the holders of Series "B" Preferred Stock until they have each reached Four
Thousand Dollars ($4,000.00) per share distribution payments.

         The Series "A" Preferred Stock, Series "B" Preferred Stock, and the
Common Stock liquidation preferences shall be adjusted proportionately for any
stock split or reverse stock split of the Series "A" Preferred Stock, Series "B"
Preferred Stock and/or Common Stock or for any stock dividend payable to the
holders of Series "A" Preferred Stock, Series "B" Preferred Stock and/or Common
Stock in additional shares of stock.

         The above Liquidation Preferences shall be paid in the following
order:

    1.   FIRST, to the holders of Series "A" Preferred Stock, until they have
         each received distributions equal to Four Thousand Dollars ($4,000.00)
         per share. If sufficient proceeds are not available to pay the full
         Four Thousand Dollars ($4,000.00) per share preference to the holders
         of Series "A" Preferred Stock, one hundred percent (100%) of the
         liquidation proceeds will be distributed on a per share basis to the
         holders of Series "A" Preferred Stock;

    2.   SECOND, to the holders of Series "B" Preferred Stock, until they have
         each received distributions equal to One Thousand Six Hundred Thirty-
         Six Dollars and 36/100 ($1,636.36) per share. If sufficient proceeds
         are not available to pay the full One Thousand Six Hundred Thirty-Six
         Dollars and 36/100 ($1,636.36) per share preference to the holders of
         Series "B" Preferred Stock, one hundred percent (100%) of the
         remaining liquidation proceeds will be distributed on a per share
         basis to the holders of Series "B" Preferred Stock;

    3.   THIRD, Four Thousand Dollars ($4,000.00) per share to the holders of
         Common Stock and Two Thousand Three Hundred and Sixty-Three Dollars
         and 64/100 ($2,363.64) per share to the holders of the Series "B"
         Preferred Stock until they have each reached Four Thousand Dollars
         ($4,000.00) per share, including the One Thousand Six Hundred
         Thirty-Six Dollars and 36/100 ($1,636.36) per share Liquidation
         Preference previously paid to the Series "B" Preferred Stock. If
         sufficient liquidation proceeds are not available at this level to
         make such a Four Thousand Dollar ($4,000.00) per share distribution
         payment, the available liquidation proceeds shall be distributed with
         thirty-seven and one-tenths percent (37.1%) to the holders of Series
         "B" Preferred Stock and sixty-two and nine-tenths percent (62.9%) to
         the holders of Common Stock;

                                          2
<PAGE>


    4.   FOURTH, thereafter, all remaining liquidation proceeds will be
         distributed ratably on a per share basis to the holders of Series "A"
         Preferred Stock, Series "B" Preferred Stock and Common Stock.

         The reorganization or sale, lease, conveyance, exchange, transfer or
other disposition of all or substantially all of the assets of this Corporation
"hall not be considered to be a liquidation, winding up or dissolution within
the meaning of this Article III, and Series "A" Preferred Stock and Series "B"
Preferred Stock shall be entitled only to the rights provided in any Plan of
Reorganization or similar agreement and Chapters 11, 12, and 13, as applicable,
of the California General Corporations Law [or any successors thereto] and
elsewhere in these Articles.

         VOTING RIGHTS. The holders of Series "A" Preferred Stock shall have no
voting rights except as may be required by California Law. The Corporation,
however, may not alter any of the rights, preferences, privileges, voting
powers, or other restrictions or qualifications of Series "A" Preferred Stock
without the consent of the holders of at least two-thirds (2/3) of the total
number of Series "A" shares then outstanding and issued.

         Each holder of Series "B" Preferred Stock shall have the right to one
vote for each share of Common Stock into which the shares of Series "B"
Preferred Stock it holds could be then converted (with any fractional share of
Common Stock, on an aggregate conversion basis, being rounded to the nearest
whole share). The holders of Common Stock and of Series "B" Preferred Stock
shall have and possess the same right to notice of shareholders' meetings and
the same voting rights and powers and shall vote together as ,a single class
except where a Separate class vote is required by law.

                                          3
<PAGE>

 
CONVERSION

    (1) CONVERSION OF SERIES "A" PREFERRED STOCK.

         Each share of Series "A" Preferred Stock is required to convert into
one share of Common Stock: (i) if the Company issues any of its Common Stock in
a public offering registered with the United States Securities and Exchange
Commission; or (ii) immediately upon the consummation of any merger with which
the corporation is a constituent corporation.

    (2) CONVERSION OF SERIES "B" PREFERRED STOCK.

              (a) Subject to adjustment as provided herein, each share of
Series "B" Preferred Stock shall be convertible at the option of the respective
holder thereof, at any time, at the office of the Corporation or any transfer
agent for such shares, into one fully paid and non-assessable share of Common
Stock.

              (b) Before any holder of Series "B" Preferred Stock shall be
entitled to convert the same into Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
corporation or of any transfer agent for such shares, shall give written notice
to the corporation at such office that he elects to convert the same and shall
state in writing therein the name or names in which he 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 "B" Preferred Stock, or to his nominee or nominees, certificates for
the number of shares of Common Stock to which he shall be entitled. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Series "B" Preferred
Stock 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 on such date. The corporation
shall pay all taxes and other governmental charges that may be imposed with
respect to the issue or delivery of shares of Common Stock issuable upon
exercise of the conversion right contained herein. The corporation shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issue of any certificate for shares of Common Stock in
any name other than that of the registered holder of the shares of Series "B"
Preferred Stock surrendered in connection with the conversion thereof, and, in
such case, the corporation shall not be required to issue or deliver any stock
certificate until ouch tax or other charge has been paid or it has been
established to the corporation's satisfaction that no tax or other charge is
due.

              (c) Subject to adjustment as provided herein, each share of
Series "B" Preferred Stock outstanding immediately prior 

                                          4
<PAGE>


to the occurrence of any of the following events shall be automatically
converted into one share of Common Stock immediately prior to such occurrence:

                (i) the consummation of a firm commitment underwritten public
offering of Common Stock registered by this corporation under the Securities Act
of 1933, as amended, for an aggregate offering price to the public of $5,000,000
or more;

                (ii) the consummation of a reorganization in connection with
which the approval of any class of outstanding stock of this corporation is
required under Chapter 12 of the California General Corporation Law (or any
successor thereto);

                (iii) the consummation of any sale, lease, conveyance,
exchange, transfer or other disposition of all or substantially all of the
assets of this corporation in connection with which the approval of the
outstanding shares of this corporation is required under Chapter 11 of the
California General Corporation Law (or any successor thereto);

                (iv) the consummation of any merger with which the corporation
is a constituent corporation.

              (d) Each share of Common Stock issued upon conversion of a share
or shares of Series "B" Preferred Stock pursuant to these Articles shall be
validly issued, fully paid and nonassessable.

              (e) No shares of Series "B" Preferred Stock of the corporation
which have been reacquired in any manner by the corporation after the original
issue thereof shall ever again be reissued and all such shares so reacquired
shall upon such reacquisition cease to be a part of the authorized shares of the
corporation.

         (3) STOCK SPLIT SUBDIVISION OF SHARES.

         In the event the corporation should, at any time or from time to time,
after the date of the filing of this Certificate with the Secretary of State of
California, fix a record date for the effectuation of split or subdivision of
the outstanding shares of any class or classes of this Corporation's stock, or
the determination that the holders of any such class or classes of stock are
entitled to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock Equivalents")
without payment of any consideration by such holder for the additional shares of
Common Stock or the Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend, distribution, split or subdivision if
no record date 


                                          5
<PAGE>


is fixed), the number of shares of Common Stock issuable on conversion of each
share of Preferred Stock shall be increased in proportion to such increase in
the outstanding shares of Common Stock (assuming the complete conversion or
exercise of all of the Common Stock Equivalents). If the number of shares of
Common Stock outstanding at any time is decreased by a combination of the
outstanding shares of Common Stock, then, as of the record date of such
combination (or the date of such combination if no record date is fixed), the
number of shares of Series "A" Preferred Stock and the number of shares of
Common Stock issuable on conversion of each share of Series "B" Preferred Stock
shall be decreased in proportion to such decrease in the outstanding shares of
Common Stock.

                                         IV.

         In addition to the requirements of law, the affirmative vote of 80% or
more of the combined voting power of the then outstanding shares of capital
stock of the corporation shall be required to amend, alter or repeal, or adopt
any provision inconsistent with this Article IV or Article III of these
Articles.


                                          6

<PAGE>


                               CERTIFICATE OF AMENDMENT
                               OF AMENDED AND RESTATED
                              ARTICLES OF INCORPORAITON
                                          OF
                          CALIFORNIA CULINARY ACADEMY, INC.
                                           
                                           
    Thomas A. Bloom and James S. Clapp certify that:

    1. They are the President and Asst. Secretary, respectively, of California
Culinary Academy, Inc., a California corporation.

    2. The first paragraph of Article III of the corporation's Amended and
Restated Articles i hereby amended to read in its entirety as follows:

         "This corporation is authorized to issue three classes of stock:
    Common, Series "A" Preferred and Series "B" Preferred. The total number of
    shares of stock that this corporation has the authority to issue is
    23,003,100, consisting of 20,000,000 shares of Common Stock, no par value
    ("Common Stock"), 1,550 shares of Series "A" Preferred Stock, no par value
    ("Series "A" Preferred Stock") and 1,550 shares of Series "B" Preferred
    Stock, no par value ("Series "B" Preferred Stock"). Upon the amendment of
    this Article III to read as set forth above, each outstanding share of
    Common Stock is divided into 1,195 shares of Common Stock. No fractional
    shares shall be issued to shareholders in connection with this stock split,
    but instead, cash shall be distributed to each shareholder who would
    otherwise have been entitled to receive a fractional share. Such cash value
    shall be based upon the fair market value of the shares of Common Stock on
    the effective date of the stock split, as determined by the Board of
    Directors in its sole discretion, shall be remitted to the shareholders
    entitled thereto."

    3. Article IV as in effect prior to the filing of this Certificate of
Amendment is deleted in its entirety and a new Article IV is added to the
Amended and Restated Articles of Incorporation, which reads in its entirety as
follows:

                                     "ARTICLE IV
                                           
         "The corporation is authorized to indemnify its agents to the fullest
    extent permissible under California law, as the same exists or may
    hereafter be amended. For purposes of this provision, the term "agent" has
    the meaning set forth from time to time in Section 317 of the California
    Corporations Code or any successor statute. Any repeal or modification of
    the foregoing provisions of this Article IV 


<PAGE>


    by the shareholders of this corporation or otherwise shall not adversely
    affect y right or protection  an agent or former agent of this corporation
    existing at the time of such repeal or modification. The indemnification
    provisions set forth in this Article IV under the General Corporation Law
    of the State of California shall not be denied or limited by the
    corporation's Bylaws."

    4. A new Article V is added to the Amended and Restated Articles of
Incorporation and reads in its entirety as follows:

                                      "ARTICLE V
                                           
         "The liability of directors of the corporation for monetary damages
    shall be eliminated to the fullest extent permissible under California law,
    as the same exists or may hereafter be amended. Any repeal or modification
    of the foregoing provisions of this Article V by the shareholders of this
    corporation or otherwise shall not adversely affect any right or protection
    of a director or former director of this corporation existing at the time
    of such repeal or modification. The elimination of personal liability set
    forth in this Article V under the General Corporation Law of the State of
    California shall not be denied or limited by the corporation's Bylaws.

    5. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the board of directors.

    6. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the required vote of the shareholders in
accordance with section 902 of the Corporations Code. The total number of
outstanding shares of each outstanding class was 450 shares of Common Stock,
327.4 shares of Series A Preferred Stock and 855 shares of Series B Preferred
Stock. The number of shares voting in favor of the foregoing amendment equalled
or exceeded the vote required. The percentage vote required was more than 80% of
the outstanding capital stock. 

<PAGE>


    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.

    Dated this 10th day of May, 1993.


                             /s/ Thomas A. Bloom
                             --------------------------
                             Thomas A. Bloom
                             President and Chief Executive Officer



                             /s/ James S. Clapp
                             --------------------------
                             James S. Clapp
                             Assistant Secretary


<PAGE>


                              CERTIFICATE OF CORRECTION
                        OF CERTIFICATE OF AMENDED AND RESTATED
                              ARTICLES OF INCORPORATION
                                          OF
                          CALIFORNIA CULINARY ACADEMY, INC.
                                           
         Thomas A. Spanier and Christine E. Munson certify that:

    1. They are the Executive Vice President and Treasurer, respectively, of
California Culinary Academy, Inc., a California corporation.

    2. The name of the corporation is California Culinary Academy, Inc., and it
is a California corporation.

    3. The instrument being corrected is entitled "CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED ARTICLES OF INCORPORAITON," and said instrument was filed
with the Secretary of State of the State of California on June 15, 1993.

    4. So much of the first paragraph of Article III of the corporation's
Certificate of Amendment of Amended and Restated Articles of Incorporation as
now reads, "[t]the total number of shares of stock that this corporation has the
authority to issue is 23,003,100, consisting of 20,000,000 shares of Common
Stock, no par value ("Common Stock"), 1,550 shares of Series "A" Preferred
Stock, no par value ("Series "A" Preferred Stock") and 1,550 shares of Series
"B" Preferred Stock, no par value ("Series "B" Preferred Stock) is corrected to
read: The total number of shares of stock that this corporation has the
authority to issue is 20,003,100, consisting of 20,000,000 of Common Stock, no
par value ("Common Stock"), 1,550 shares of Series "A" Preferred Stock, no par
value ("Series "A" Preferred Stock") and 1,550 shares of Series "B" Preferred
Stock, no par value ("Series "B" Preferred Stock).

<PAGE>


    5. That said first paragraph of Article III, as corrected, conforms 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.

    Dated this 7th day of June, 1993.


                             /s/ Thomas A. Spanier
                             -------------------------------
                             Thomas A. Spanier
                             Executive Vice President



                             /s/ Christine E. Munson
                             -------------------------------
                             Christine E. Munson
                             Treasurer

<PAGE>


                               CERTIFICATE OF AMENDMENT
                             OF ARTICLES OF INCORPORATION
                         OF CALIFORNIA CULINARY ACADEMY, INC.
                                           
                                           
    THEODORE G. CROCKER and ROBERT A. STOFFREGEN certify that:

         1.   They are the Chairman of the Board and Chief Financial Officer,
respectively, of CALIFORNIA CULINARY ACADEMY, INC.

         2.   Article III of the Articles of Incorporation of this corporation
is amended to read as follows:

                                     ARTICLE III
                                           
         The corporation is authorized to issue two classes of shares
    designated "Preferred Stock" and "Common Stock," respectively. The total
    number of shares of stock that this corporation has the authority to issue
    is 25,000,000, consisting of 20,000,000 shares of Common Stock, no par
    value, and 5,000,000 shares of Preferred Stock, no par value.

         The Preferred Stock may be divided into such number of series as the
    Board of Directors may determine. The Board of Directors is authorized to
    determine and alter the rights, preferences, privileges and restrictions
    granted to and imposed upon any wholly unissued series of Preferred Stock,
    and to fix the number of shares of any series of Preferred Stock and the
    designation of any such series of Preferred Stock. The Board of Directors
    within the limits and restrictions stated in any resolution or resolutions
    of the Board of Directors originally fixing the number of shares
    constituting any series, may increase or decreased (but not below the
    number of shares of such series then outstanding) the number of shares of
    any series subsequent to the issue of shares of that series.

         3.   The foregoing amendment of the Articles of Incorporation has been
duly approved by the board of directors.

         4.   The foregoing amendment of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the Corporations Code. The total number of outstanding shares of the
corporation is 3,186,049. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.

         There are no shares of any series of Preferred Stock currently
outstanding.


<PAGE>

    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.

    Dated this 25th day of July, 1996.



                                  /s/ Theodore G. Crocker
                                  --------------------------------
                                  Theodore G. Crocker
                                  Chairman of the Board



                                  /s/ Robert A. Stoffregen
                                  ---------------------------------
                                  Robert A. Stoffregen
                                  Vice President, Finance and Chief Financial 
                                  Officer

<PAGE>



                             CERTIFICATE OF DETERMINATION
                OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF
                       SERIES A CONVERTIBLE PREFERRED STOCK OF
                          CALIFORNIA CULINARY ACADEMY, INC.
                               A CALIFORNIA CORPORATION
                                           

    The undersigned, KEITH H. KEOGH and ROBERT A. STOFFREGEN, hereby certify
that:

    1.   They are the duly elected President and Chief Financial Officer,
respectively, of CALIFORNIA CULINARY ACADEMY, INC., a California corporation
(the "Company").

    2.   Pursuant to the authority given by said corporation's Articles of
Incorporation, the Board of Directors of said 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 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, to fix the
number of shares constituting any such series, and to determine the designation
thereof, or any of them;

    NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors (the "Board")
hereby fixes and determines the designations of, the number of shares
constituting, and the rights, preferences, privileges and restrictions relating
to, its first series of Preferred Stock as follows:

         (a)  DESIGNATION. The first series of Preferred Stock shall be
designated "Series A Convertible Preferred Stock" (the "Series A Preferred
Stock").

         (b)  AUTHORIZED SHARES. The number of shares constituting the Series A
Preferred Stock shall be Seven Hundred Thousand (700,000) shares. 

         (c)  Dividends.

              (i)(A)  The holders of the then outstanding Series A Preferred
Stock shall be entitled to receive, when and as declared by the Board, out of
any funds legally available therefor, 


<PAGE>


cumulative dividends at the annual rate of $0.4125 per share. Such dividends
shall be payable in cash, quarterly to shareholders of record on September 30,
December 31, March 31 and June 30 of each year ("Record Dates"), commencing on
September 30, 1996, and shall be paid 45 days after such Record Dates. Such
dividends shall accrue on each share on the date the shares of Series A
Preferred Stock are originally issued (the "Original Issuance Date"), and shall
accrue from day to day, whether or not earned or declared. Such dividends shall
be cumulative so that, except as provided in paragraph (c)(1)(B) below, if such
dividends in respect of any previous or current annual dividend period, at the
annual rate specified above, shall not have been paid or declared and a sum
sufficient for the payment thereof set apart, the deficiency shall first be
fully paid before any dividend or other distribution shall be paid on or
declared and set apart for the Common Stock. Any accumulation of dividends on
the Series A Preferred Stock shall not bear interest. The amount of dividends
payable per share for the initial dividend period and any period shorter than a
full dividend period will be computed on the basis of a 360-day year.

                   (B)  Unless full dividends on the Series A Preferred Stock
for all past dividend periods and the then current dividend period shall have
been paid or declared and a sum sufficient for the payment thereof set apart:
(A) no dividend whatsoever (other than a dividend payable solely in Common
Stock) shall be paid or declared, and no distribution shall be made, on any
Common Stock and (B) no shares of Common Stock shall be purchased, redeemed or
acquired by the Company and no funds shall be paid into or set aside or made
available for a sinking fund for the purchase, redemption or acquisition
thereof; provided, however, that this restriction shall not apply to the
repurchase of shares of Common Stock held by employees, officers, directors,
consultants or other persons performing services for the Company or any
Subsidiary that are subject to restrictive stock purchase agreements under which
the Company has the option to repurchase such shares at cost upon the occurrence
of certain events, such as the termination of employment. After cumulative
dividends on the Series A Preferred Stock for all past dividend periods and the
then current dividend period shall have been declared and paid or set apart, if
the Board shall elect to declare additional dividends out of funds legally
available therefor, such additional dividends shall be declared solely on the
Common Stock and such other 

                                          2

<PAGE>


series of Preferred Stock as to which the Board may deem appropriate, but shall
not include additional dividends on the Series A Preferred Stock.

              (ii) Each holder of shares of Series A Preferred Stock shall be
deemed to have consented, for purposes of Sections 502, 503 and 506 of the
General Corporation Law, to distributions made by the Company in connection with
the repurchase of shares of Common Stock from employees, officers, directors,
consultants or other persons performing services for the Company or any
Subsidiary upon termination of their employment or services pursuant to
agreements providing for the right of repurchase, provided that such purchases
are not prohibited by paragraph (c)(i) hereof.

         (d)  LIQUIDATION RIGHTS.

              (i)  In the event of any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, the holders of each share of
Series A Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Company available for distribution to its shareholders, before
any payment or declaration and setting apart for payment of any amount shall be
made with respect to the Common Stock, an amount equal to $5.50 per share, plus
an amount equal to all accrued and unpaid dividends thereon, whether or not
earned or declared, to and including the date full payment shall be tendered to
the holders of the Series A Preferred Stock with respect to such liquidation,
dissolution or winding up, and no more. If upon any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the assets to be
distributed to the holders of the Series A Preferred Stock shall be insufficient
to permit the payment to such shareholders of the full preferential amount
aforesaid, then all of the assets of the Company to be distributed shall be
distributed ratably to the holders of the Series A Preferred Stock.

              (ii) After the payment or distribution to the holders of the
Series A Preferred Stock of the full preferential amounts aforesaid, the holders
of the Common Stock and any other outstanding series of Preferred Stock then
outstanding shall be entitled to receive ratably (or such other division as
shall have been established among the various series of Preferred Stock and
class of Common Stock) all the remaining assets of the Company. 

                                          3

<PAGE>


         (e)  REDEMPTION OF THE SERIES A PREFERRED STOCK. The Series A Preferred
Stock shall not be redeemable.

         (f)  VOTING RIGHTS. The holders of the Series A Preferred Stock shall
have the following voting rights (the "Voting Rights"):

              (i)  GENERAL VOTING RIGHTS.  Except as otherwise required by law
or as provided elsewhere in this paragraph (f), the holders of shares of Series
A Preferred Stock shall not be entitled to vote on matters brought before the
shareholders of the Company.

              (ii) SPECIAL VOTING RIGHTS FOR ELECTION OF DIRECTORS. If the
Company shall have failed to pay in full any quarterly dividend payment on the
Series A Preferred Stock when and as the same become payable, whether or not
funds are generally available therefor, the holders of the Series A Preferred
Stock shall, immediately upon the giving of written notice to the Company by any
holder of Series A Preferred Stock, be entitled to elect the smallest number of
directors which shall constitute one-third of the authorized number of directors
of the Company, and the holders of any other outstanding series of preferred
stock, if any, and the Common Stock shall be entitled to elect the remaining
members of the Board.

              (iii)     DIVESTMENT OF SPECIAL VOTING RIGHTS FOR ELECTION OF
DIRECTORS. If all dividends on the Series A Preferred Stock theretofore unpaid
shall have been paid and the full dividend on the Series A Preferred Stock for
the then current dividend period shall have been paid in full or declared and
set apart for payment, then the holders of the Series A Preferred Stock shall be
divested of the voting rights specified in paragraph (f)(ii). Voting rights
shall again accrue to the holders of the shares of Series A Preferred Stock in
case of any further defaults in dividend payments as provided in paragraph (c)
above. Upon termination of any such voting rights as hereinabove provided, the
Board shall call a special meeting of the shareholders at which all directors
will be elected, and the terms of office of all persons who are then directors
of the Company shall terminate immediately upon the election of their
successors.

              (iii)     VOTING PROCEDURE FOR ELECTION OF DIRECTORS.  Whenever
under the provisions of paragraph (f)(i) hereof, the right shall have accrued to
the holders of the shares of Series A Preferred Stock, to vote as a class to
elect one- third of the directors, the Board shall, within 30 days after
delivery to the Company at its principal office of a request to such effect by 

                                          4
<PAGE>


any holder of Series A Preferred Stock, call a special meeting of the
shareholders for the election of directors, to be held upon not less than 10 nor
more than 30 days' notice to such holders. If such notice of meeting is not
given within the 30 days required above, the holders of Series A Preferred Stock
requesting the calling of such meeting may also call such meeting and shall have
access to the stock books and records of the Company for such purpose. At any
meeting so called or at any other meeting held which the holders of shares of
Series A Preferred Stock shall have the voting power provided in paragraph
(f)(i) above, the holders of a majority of the shares of Series A Preferred
Stock present in person or by proxy, shall be sufficient to constitute a quorum
for the election of directors as herein provided. 

              (iv) VACANCIES. In the case of any vacancy in the office of a
director occurring among the directors elected by the holders of a class (with
the holders of Series A Preferred Stock voting as a separate class) of stock
pursuant to paragraph (f)(i) hereof, the remaining directors so elected by the
class may by affirmative vote of a majority thereof (or the remaining director
so elected if there be but one) elect a successor or successors to hold office
for the unexpired term of the director or directors whose place or places shall
be vacant. Any director who shall have been elected by the holders of a class of
stock or by any directors so elected as provided in the next preceding sentence
hereof may be removed during the aforesaid term of office, either for or without
cause, by, and only by, the affirmative vote of the holders of a majority of the
shares of the class of stock who elected such director or directors, given
either at a special meeting of such shareholders duly called for that purpose or
pursuant to a written consent of shareholders, and any vacancy thereby created
may be filled by the holders of that class of stock represented at such meeting
or pursuant to such written consent.

         (g)  CONVERSION. The holders of the Series A Preferred Stock shall have
the following conversion rights (the "Conversion Rights").

              (i)  RIGHT TO CONVERT. Each share of Series A Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after
issuance of such shares, at the office of the Company or any transfer agent for
the Preferred Stock or Common Stock, into fully paid and nonassessable shares of
Common Stock at the Conversion Price (as hereinafter defined) in effect at the
time of conversion, determined as provided herein.


                                          5
<PAGE>


              (ii) AUTOMATIC CONVERSION.

                   (A)  After six months from the Original Issuance Date, each
share of Series A Preferred Stock shall automatically be converted into shares
of Common Stock at the then effective Conversion Price, immediately in the event
the closing price for the Common Stock has equalled or exceeded $8 (subject to
adjustment as provided elsewhere herein) for 20 consecutive trading days;
provided, however, that such conversion shall be conditioned upon the Company
paying all accrued and unpaid dividends on the outstanding Series A Preferred
Stock, whether or not earned or declared, to and including the date of such
conversion; provided, further, that the Company may, at its option, in lieu of
making a full cash payment of all such accrued and unpaid dividends, make
payment thereof in whole shares of Common Stock, valued at such Conversion
Price, plus cash in lieu of any fractional shares, so that such cash plus such
value of such Common Stock equal the amount of such accrued and unpaid
dividends.

                   (B)  Upon the occurrence of an event specified in subsection
(A) of this paragraph (g)(ii), the outstanding shares of Series A Preferred
Stock to be converted shall be converted automatically without any further
action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Company or its transfer agent,
provided, however, that the Company shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such conversion unless
certificates evidencing such shares of the Preferred Stock being converted are
either delivered to the Company or any transfer agent, as hereafter provided, or
the holder notifies the Company or any transfer agent, as hereinafter provided,
that such certificates have been lost, stolen or destroyed and executes an
agreement satisfactory to the Company to indemnify the Company from any loss
incurred by it in connection therewith. Upon the automatic conversion of the
Series A Preferred Stock, the holders of such Series A Preferred Stock shall
surrender the certificates representing such shares at the office of the Company
or of any transfer agent for the Common Stock. Thereupon, there shall be issued
and delivered to such holder, promptly at such office and in his name as shown
on such surrendered certificate or certificates, a certificate or certificates
for the number of shares of Common Stock into which the shares of Preferred
Stock surrendered were convertible on the date on which such automatic
conversion occurred.


                                          6
<PAGE>


              (iii) CONVERSION PRICE. The number of shares into which one share
of Series A Preferred Stock shall be convertible shall be determined by dividing
$5.50 by the conversion price at the time in effect for such share (the
"Conversion Price"). The initial Conversion Price per share for the Series A
Preferred Stock shall be $5.50 for such share, which shall be subject to
adjustment from time to time in certain instances, as provided below in this
paragraph (g).

              (iv) MECHANICS OF CONVERSION. Before any holder of Series A
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Company or of any transfer agent for the Common
Stock, and shall give written notice to the Company at such office that he
elects to convert the same and shall state therein the number of shares of
Series A Preferred Stock being converted. Thereupon, the Company shall promptly
issue and deliver at such office to such holder of Series A Preferred Stock a
certificate or certificates for the number of shares of Common Stock to which he
shall be entitled.

    Such conversion shall be deemed to have been made immediately prior to the
close of business on the date of such surrender of the shares of Series A
Preferred Stock 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.

              (v)  ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the Company
shall at any time or from time to time after the Original Issuance Date effect a
subdivision of the outstanding Common Stock, the Conversion Price in effect
immediately prior thereto shall be proportionately decreased, and conversely, if
the Company shall at any time or from time to time after the Original Issuance
Date combine the outstanding shares of Common Stock, the Conversion Price then
in effect immediately before the combination shall be proportionately increased.
Any adjustment under this paragraph (g)(v) shall become effective at the close
of business on the date the subdivision or combination becomes effective.

              (vi) ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the
event the Company at any time, or from time to time after the Original Issuance
Date shall make or issue, or fix a record date for the determination of holders
of Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price for the Series A Preferred Stock then in effect shall be decreased as of
the 


                                          7
<PAGE>


time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Conversion
Price for such Series A Preferred Stock then in effect by a fraction:

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

         (B) the denominator of which shall be the total number of shares of
    Common Stock issued and outstanding immediately prior to the time of such
    issuance or the close of business on such record date plus the number of
    shares of Common Stock issuable in payment of such dividend or
    distribution;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price for the Series A Preferred Stock shall be
recomputed accordingly as of the close of business on such record date and
thereafter the Conversion Price for the Series A Preferred Stock shall be
adjusted pursuant to this paragraph (g)(vi) as of the time of actual payment of
such dividends or distributions.

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

              (viii)    ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE OR
SUBSTITUTION. If the Common Stock issuable upon the conversion of the Series A
Preferred Stock shall be changed 

                                          8
<PAGE>


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

              (ix) REORGANIZATION, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.
If at any time or from time to time there shall be a capital reorganization of
the Common Stock (other than a subdivision, combination, reclassification or
exchange of shares provided for elsewhere in this paragraph (g)) or a merger or
consolidation of the Company with or into another corporation, or the sale of
all or substantially all of the Company's properties and assets to any other
person, then, as a part of such reorganization, merger, consolidation or sale,
provision shall be made so that the holders of the Series A Preferred Stock
shall thereafter be entitled to receive upon conversion of such Series A
Preferred Stock, the number of shares of stock or other securities or property
of the Company or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such capital reorganization, merger,
consolidation or sale. In any such case, appropriate adjustment shall be made in
the application of the provisions of this paragraph (g) with respect to the
rights of the holders of the Series A Preferred Stock after the reorganization,
merger, consolidation or sale to the end that the provisions of this paragraph
(g) (including adjustment of the Conversion Price then in effect and the number
of shares purchasable upon conversion of the Series A Preferred Stock) shall be
applicable after that event as nearly equivalent as may be practicable.

              (x)  PRICE PROTECTION. In the event the average closing bid 
price for any 30 consecutive trading day period subsequent to the earlier of 
(A) the public announcement of quarterly or annual financial results or (B) 
the date upon which the respective Quarterly Report on Form 10-Q or Form 
10-QSB or Annual Report on Form 10-K or Form 10-KSB (the "window 


                                          9
<PAGE>


period") is less than 80% of the Initial Conversion Price, then and in each case
the then Conversion Price for such Series A Preferred Stock shall be reduced as
of the opening of business on the 31st trading day to a new Conversion Price
equal to such average closing bid price; provided, however, that in no event
shall the Conversion Price be less than $3.50, subject to adjustment as
otherwise provided in this paragraph (g).

              (xi) CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of the Conversion Price for the number of shares of Common Stock or
other securities issuable upon conversion of the Series A Preferred Stock, the
Company shall compute such adjustment or readjustment in accordance herewith and
the Company's Chief Financial Officer shall prepare and sign a certificate
showing such adjustment or readjustment, and shall mail such certificate by
first class mail, postage prepaid, to each registered holder of the Series A
Preferred Stock at the holder's address as shown in the Company's books. The
certificate shall set forth such adjustment or readjustment, showing in detail
the facts upon which such adjustment or readjustment is based.

              (xii)     NOTICES OF RECORD DATE. In the event of (A) any taking
by the Company of a record of the holders of any class or series of securities
for the purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution or (B) any reclassification or
recapitalization of the capital stock of the Company, any merger or
consolidation of the Company or any transfer of all or substantially all of the
assets of the Company to any other corporation, entity or person, or any
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the Company shall mail to each holder of Series A Preferred Stock at least 30
days prior to the record date specified therein, a notice specifying (1) the
date on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (2) the date on
which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective
and (3) the time, if any is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares of
Common Stock (or other securities) for securities or other property deliverable
upon such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up.


                                          10
<PAGE>


              (xiii)    FRACTIONAL SHARES. No fractional shares of Common Stock
shall be issued upon conversion of the Series A Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the Company
shall pay cash equal to the product of such fraction multiplied by the fair
market value of one share of the Company's Common Stock on the date of
conversion, as determined in good faith by the Board.

              (xiv)     RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
Company shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, 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 Series A Preferred Stock, 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 Series A
Preferred Stock, the Company 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.

              (xv) NOTICES. Any notice required by the provisions of this
paragraph (g) to be given to the holder of shares of the Series A Preferred
Stock shall be deemed given when personally delivered or delivered by facsimile
transmission to such holder (followed by prompt deposit of such notice in the
United States mail addressed to the holder), or five business days after the
same has been deposited in the United States mail, certified or registered mail,
return receipt requested, postage prepaid, and addressed to each holder of
record at his address appearing on the books of the Company. 

              (xvi)     PAYMENT OF TAXES. The Company will pay all taxes and
other governmental charges that may be imposed in respect of the issue or
delivery of shares of Common Stock upon conversion of shares of Series A
Preferred Stock.

              (xvii)    NO DILUTION OR IMPAIRMENT. The Company shall not amend
its Articles of Incorporation or participate in any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in carrying
out all such action 


                                          11
<PAGE>


as may be reasonably necessary or appropriate in order to protect the conversion
rights of the holders of the Series A Preferred Stock against dilution or other
impairment.

         (h)  NO REISSUANCE OF PREFERRED STOCK. No share or shares of Series A
Preferred Stock acquired by the Company by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares of Series A Preferred Stock
which the Company shall be authorized to issue.

         (i)  RESTRICTIONS AND LIMITATIONS. So long as any shares of Series A
Preferred Stock remain outstanding, the Company shall not, without the vote or
written consent by the holders of at least 66-2/3% of the then outstanding
shares of Series A Preferred Stock authorize or issue, or obligate itself to
issue, any other equity security (including any security convertible into or
exercisable for any equity security) senior to or on a parity with the Series A
Preferred Stock as to dividend rights and liquidation preferences.

    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 determination of
preferences in accordance with California law.

    3.   The authorized number of shares of Preferred Stock of said corporation
is 5,000,000 shares, none of which is issued and outstanding. The authorized
number of shares of Series A Preferred Stock is 700,000. No shares of Series A
Preferred Stock have been issued.

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




                                                   (continued on following page)


                                          12
<PAGE>


    IN WITNESS WHEREOF, the undersigned have executed this certificate on
August 9, 1996 at San Francisco, California.


                                  /s/ Keith H. Keogh 
                                  ---------------------------
                                  Keith H. Keogh
                                  President



                                  /s/ Robert A. Stoffregen
                                  ----------------------------
                                  Robert A. Stoffregen
                                  Chief Financial Officer



                                          13