<PAGE>
             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
               SERIES C 10% CUMULATIVE REDEEMABLE PREFERRED STOCK

                                    SERIES C

                                       OF

                            ARTHUR TREACHER'S, INC.

ARTHUR TREACHER'S, INC., a corporation organized and existing under the Utah
Business Corporation Act,

DOES HEREBY CERTIFY:
That, pursuant to authority conferred upon the Board of Directors by the
Articles of Incorporation (as amended) of said Corporation, and pursuant to the
provisions of Section 16-10-1 5 of the Utah Business Corporation Act, said Board
of Directors at a meeting duly held on June 6, 1 997, adopted a resolution
providing for the designation, number, voting powers, preferences and rights of
the Series C 10% Cumulative Redeemable Preferred Stock and the qualifications,
limitations, or restrictions thereof, which resolution is as follows:

                               RESOLUTION FIXING
                                 EXPRESS TERMS
                                       OF
               SERIES C 10% CUMULATIVE REDEEMABLE PREFERRED STOCK
                                       OF
                            ARTHUR TREACHER'S, INC.

   RESOLVED, that there is hereby established a third series of Preferred Stock,
the designation, number, voting powers, preferences and rights and the
qualifications, limitations, or restrictions thereof are as follows:

     Section 1. Designation of Series.

     The series shall be designated "Series C 10% Cumulative Redeemable 
Preferred Stock" ("Series C Preferred Stock").

     Section 2. Number of Shares.

     The number of shares of Series C Preferred Stock is 1 50,000, which number
the Board of Directors may increase or decrease (but not below the number of
shares of the series then outstanding).

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     Section 3. Dividends.

     (a) The holders of shares of Series C Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors out of any funds legally
available for the declaration of dividends, cumulative dividends at the annual
rate of $ 1 0.00 per share, and no more, payable annually in cash, on the
fifteenth day of October of each year, hereinafter referred to as the "dividend

date," to stockholders of record on such dates respectively preceding the
payment thereof as may be fixed by the Board of Directors in declaring any such
dividends. Such dividends shall be cumulative from the date of issuance, and the
first such dividend shall be prorated from the date of issuance. Accumulations
of dividends on shares of Series C Preferred Stock shall not bear interest.

     (b) So long as any shares of Series C Preferred Stock shall remain
outstanding, no dividends or other distributions (other than dividends payable
in shares ranking junior to the Series C Preferred Stock, both as to dividends
and in liquidation) shall be paid upon or set apart for or distributed with
respect to any shares ranking junior to the Series C Preferred Stock (either as
to dividends or assets) at any time when there exists a default with respect to
the payment of dividends with respect to outstanding shares of Series C
Preferred Stock.

     Section 4. Liquidation Preference.

     (a) In the event of any liquidation, dissolution, or winding up of the
Corporation, or any distribution of its capital, the holders of shares of the
Series C Preferred Stock shall be entitled to receive, from the assets of the
Corporation, payment in cash of an amount equal to $100.00 per share, plus a
further amount equal to all accrued and unpaid cumulative dividends on the
Series C Preferred Stock to the date of payment of the amount due pursuant to
such liquidation, dissolution, or winding up of the Corporation, before any
distribution of assets shall be made to the holders of any class of shares
ranking junior to the Series C Preferred Stock, either as to dividends or
assets. If, upon such liquidation, dissolution, winding up, or distribution of
capital, the assets thus distributable to the holders of shares of Series C
Preferred Stock shall be insufficient to permit the payment to such holders of
the preferential amounts aforesaid, then such assets or the proceeds thereof
shall be distributed ratably among the holders of shares of Series C Preferred
Stock according to the number of such shares held by each. After such payment to
the holders of shares of Series C Preferred Stock, the remaining assets and
funds of the Corporation shall be divided and distributed among the holders of
shares ranking junior to the Series C Preferred Stock, then outstanding,
according to their respective interests.

     (b) The liquidation, dissolution, winding up, or distribution of capital,
as such terms are used in the foregoing paragraph, shall not be deemed to
include any consolidation or merger of the Corporation with another corporation
or any transfer of substantially the entirety of the property and assets of the
Corporation to another corporation. 

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Section 5. Redemption and Purchase.

     (a) At the election of the Corporation, to be exercised by resolution
adopted by its Board of Directors, all or any part of the shares of Series C
Preferred Stock may be redeemed, commencing October 3 1, 1 999, on any quarterly
dividend payment date upon not less than 30 days' nor more than 60 days'
previous notice given by first-class mail, postage prepaid, to the holders of
record thereof at their addresses as the same appear on the records of the
Corporation and by (a) paying for each share thereof called for redemption $ 1

00.00, plus a further amount equal to all accrued and unpaid cumulative
dividends on the Series C Preferred Stock to the date fixed for redemption, or,
in lieu of such payment, by (b) depositing the redemption price in cash on or
prior to said redemption date with such bank or trust company in the City of
Jacksonville, Florida, as may be designated by the Board of Directors of the
Corporation in trust for payment on the redemption date to the holders of the
shares of Series C Preferred Stock so to be redeemed. In case of the redemption
of less than all of the outstanding shares of Series C Preferred Stock, the
shares to be redeemed may be selected by lot or pro rata, or by call of all or
any part of the shares owned by one or more holders of such shares, or by such
other method as the Board of Directors In its discretion may determine, and
notice, as above provided, shall be given to the holders of record whose shares
have been so selected for redemption. On and after the date fixed in any such
notice as the date of redemption of the shares of Series C Preferred Stock,
unless default shall be made by the Corporation in the payment and/or deposit-of
the redemption price pursuant to such notice and to the provisions hereof, all
dividends on the shares of Series C Preferred Stock so called for redemption
shall cease to accrue, and on such date or on deposit in trust as aforesaid of
funds sufficient for such redemption (notice of redemption having been given as
aforesaid), whether said deposit shall have been made on said redemption date or
prior thereto, all rights of the holders of said shares of Series C Preferred
Stock as stockholders of the Corporation shall cease except the right to receive
the redemption price and no more from the Corporation or from a depositary as
above described, upon surrender of their certificates properly endorsed. If the
holders of the shares of Series C Preferred Stock which shall have been called
for redemption shall not, within six years after such deposit, claim the amount
deposited for the redemption of their shares, any such bank or trust company
shall, upon demand, pay over to the Corporation such unclaimed amounts, and
thereupon such bank or trust company and the Corporation shall be relieved of
all responsibility in respect thereof and to such holders.

     (b) The Corporation may also, from time to time, purchase or otherwise
acquire outstanding shares of Series C Preferred Stock.

     (c) Any shares of Series C Preferred Stock which are redeemed or purchased
by the Corporation shall have the status of authorized but unissued shares of
Preferred Stock without designation of any series.

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     Section 6. Voting Rights

     The holders of shares of Series C Preferred Stock shall not be entitled to
vote, except as otherwise required by law.

     IN WITNESS WHEREOF, ARTHUR TREACHER'S, INC. has caused this certificate to
be signed by R. FRANK BROWN, its PRESIDENT and by WILLIAM F. SACULLA, it's
SECRETARY, this 5th day of November, 1997

                                     ARTHUR TREACHER'S, INC.

                                     /s/R. Frank Brown, President
                                     ----------------------------

                                     R. Frank Brown, President


                                     /s/William F. Saculla, Secretary
                                     --------------------------------
                                     William F. Saculla, Secretary



STATE OF FLORIDA            )

COUNTY OF DUVAL             ) SS


BE IT REMEMBERED that on this 5th day of November, 1997, personally came before
me, a Notary Public in and for the Country and State aforesaid, R. Frank Brown,
President of Arthur Treacher's, Inc., a corporation of the State of Utah, and he
duly executed said certificate before me and acknowledged the said certificate
to be the free act and deed of said Corporation and the facts stated herein are
true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.


                                                                  Notary Public
                                                              /s/ Tina Sorkness

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