CERTIFICATE OF DETERMINATION
                      OF RIGHTS, PREFERENCES AND PRIVILEGES
                                        OF
                           THE SERIES A PREFERRED STOCK
                                        OF
                              AMERIGON INCORPORATED

                 Pursuant to the Provisions of Section 401 of the

                General Corporation Law of the State of California


          The undersigned, Lon E. Bell and Sandra L. Grouf, the Chairman of
the Board and Assistant Secretary, respectively, of Amerigon Incorporated, a
California corporation (the "Corporation"), do hereby certify as follows:

          A.   That the following resolution designates nine thousand shares
of Series A Preferred Stock, and that as of the date hereof, no shares of
Series A Preferred Stock have been issued or are outstanding.

          B.   That the Board of Directors of the Corporation, pursuant to
the authority so vested in it by the Articles of Incorporation of the
Corporation and in accordance with the provisions of Section 401 of the
General Corporation Law of the State of California, adopted the following
resolution creating a series of Preferred Stock designated as "Series A
Preferred Stock":

          WHEREAS, THE ARTICLES OF INCORPORATION OF THIS CORPORATION AUTHORIZE
     THE ISSUANCE OF ONE OR MORE SERIES OF PREFERRED STOCK ("PREFERRED STOCK")
     OF THE CORPORATION AND AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE THE
     RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED
     UPON ANY WHOLLY UNISSUED SERIES OF PREFERRED STOCK AND TO FIX THE NUMBER
     OF SHARES OF SUCH SERIES;

          NOW, THEREFORE, BE IT RESOLVED, THAT PURSUANT TO THE AUTHORITY
     EXPRESSLY GRANTED TO AND VESTED IN THE BOARD OF DIRECTORS OF THE
     CORPORATION PURSUANT TO THE ARTICLES OF INCORPORATION, THERE IS HEREBY
     CREATED ONE SERIES OF PREFERRED STOCK, WITHOUT PAR VALUE, OF THE
     CORPORATION WHICH SHALL BE DESIGNATED "SERIES A PREFERRED STOCK."  THE
     NUMBER OF SHARES OF SERIES A PREFERRED STOCK AUTHORIZED FOR ISSUANCE IS
     NINE THOUSAND.  IN ADDITION TO THOSE SET FORTH IN THE ARTICLES OF
     INCORPORATION OF THE CORPORATION, THE SERIES A PREFERRED STOCK SHALL HAVE
     THE POWERS AND PREFERENCES, THE RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
     RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS SET FORTH
     BELOW:




          1.   Dividend Provisions.  Subject to the rights of series of
Preferred Stock which may from time to time come into existence, the holders
of shares of Series A Preferred Stock shall be entitled to receive dividends,
out of any assets legally available therefor, in an amount equal to the
dividends that would be paid on the outstanding Class A Common Stock of the
corporation into which the Series A Preferred Stock is convertible on an as
converted basis, payable when     , as and if declared by the Board of
Directors.

          2.   Liquidation Preference.

          (a)       In the event of any liquidation, dissolution or winding
up of this corporation, either voluntary or involuntary, subject to the
rights of series of Preferred Stock that may from time to time come into
existence, the holders of Series A Preferred Stock shall be entitled to
receive, prior and in preference to any distribution of any of the assets of
this corporation to the holders of Common Stock by reason of their ownership
thereof, an amount per share equal to the sum of (i) $1,000 for each
outstanding share of Series A Preferred Stock (the "Original Series A Issue
Price"), (ii) an amount equal to 7% of the Original Series A Issue Price
annually, but only until the fourth anniversary of the issuance of the
Series A Preferred Stock, and (iii) an amount equal to any declared but
unpaid dividends on such share (the amounts in (ii) and (iii) being referred
to herein as the "Premium").  If upon the occurrence of such event, the
assets and funds thus distributed among the holders of the Series A Preferred
Stock shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then, subject to the rights of series of
Preferred Stock that may from time to time come into existence, the entire
assets and funds of the corporation legally available for distribution shall
be distributed ratably among the holders of the Series A Preferred Stock in
proportion to the amount of such stock owned by each such holder.

          (b)       Upon the completion of the distribution required by
subparagraph (a) of this Section 2 and any other distribution that may be
required with respect to series of Preferred Stock that may from time to time
come into existence, if assets remain in this corporation, the holders of the
Common Stock of this corporation, shall receive all of the remaining assets
of the corporation.

          (c)(i)    For purposes of this Section 2, a liquidation,
dissolution or winding up of this corporation shall be deemed to be
occasioned by, or to include, (A) the acquisition of the corporation by
another entity by means of any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation
but, excluding any merger effected exclusively for the purpose of changing
the domicile of the corporation); or (B) a sale of all or substantially all
of the assets of the corporation; unless the corporation's shareholders of
record as constituted immediately prior to such acquisition or sale will,
immediately after such acquisition or sale (by virtue of securities issued as
consideration for the corporation's acquisition or sale or otherwise) hold at
least 50% of the voting power of the surviving or acquiring entity.

                    (ii) In any of such events, if the consideration received
by the corporation is other than cash, its value will be deemed its fair
market value.  Any securities shall be valued as follows:


                                         2


                    (A)  Securities not subject to investment letter or other
similar restrictions on free marketability:

                         (1)  If traded on a securities exchange or on the
NASDAQ National Market, the value shall be deemed to be the average of the
closing prices of the securities on such exchange over the thirty-day period
ending three (3) days prior to the closing;

                         (2)  If actively traded over-the-counter or on NASDAQ
(other than on the National Market), the value shall be deemed to be the
average of the closing bid or sale prices (whichever is applicable) over the
thirty-day period ending three (3) days prior to the closing; and

                         (3)  If there is no active public market, the value
shall be the fair market value thereof, as determined in good faith by the
Board of Directors of the corporation.

                    (B)  The method of valuation of securities subject to
nvestment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a shareholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the market
value determined as above in (A) (1), (2) or (3) to reflect the approximate
fair market value thereof, as determined in good faith by the Board of
Directors of the corporation.

               (iii)     In the event the requirements of this subsection
2(c) are not complied with, this corporation shall forthwith either:

                    (A)  cause such closing to be postponed until such time as
the requirements of this Section 2 have been complied with; or

                    (B)  cancel such transaction, in which event the rights,
preferences and privileges of the holders of the Series A Preferred Stock shall
revert to and be the same as such rights, preferences and privileges existing
immediately prior to the date of the first notice referred to in subsection
2(c)(iv) hereof.

               (iv) The corporation shall give each holder of record of
Series A Preferred Stock written notice of such impending transaction not
later than twenty (20) days prior to (A) the date of the shareholders'
meeting called to approve such transaction, (B) the effective date of a
written consent of the shareholders to approve the transaction, or (C) the
closing of such transaction, whichever is earlier, and shall also notify such
holders in writing of the final approval of such transaction.  The first of
such notices shall describe the material terms and conditions of the
impending transaction and the provisions of this Section 2, and the
corporation shall thereafter give such holders prompt notice of any material
changes relating to the transaction.  The transaction shall in no event take
place sooner than twenty (20) days after the corporation has given the first
notice provided for herein or sooner than ten (10) days after the corporation
has given notice of any material changes provided for herein; provided,
however, that such periods may be shortened upon the written consent of the
holders of Preferred Stock


                                         3


that are entitled to such notice rights or similar notice rights and that
represent at least a majority of the voting power of all then outstanding
shares of such Preferred Stock.

          3.   Redemption.

          (a)  Subject to the rights of series of Preferred Stock which may
from time to time come into existence, on or at any time after January 1,
2003, this corporation may at any time it may lawfully do so, at the option
of the Board of Directors, redeem in whole or in part the Series A Preferred
Stock (such date of redemption is referred to herein as the "Series A
Redemption Date") by paying in cash therefor a sum equal to the Original
Series A Issue Price plus the Premium, as adjusted for any stock dividends,
combinations or splits with respect to such shares (the "Series A Redemption
Price"); provided, however, that this corporation may only redeem shares of
Series A Preferred Stock hereunder if the average of the closing prices of
the Class A Common Stock as reported by Nasdaq (or such other exchange or
market on which the shares are then traded) for the sixty trading days
preceeding the date the notice of redemption is given in accordance with
subsection (b) is at least 4 times greater than the then applicable
Conversion Price (as defined in Section 4(a) below) .  Any redemption
effected pursuant to this subsection (3)(a) shall be made on a pro rata basis
among the holders of the Series A Preferred Stock in proportion to the number
of shares of Series A Preferred Stock then held by them.

          (b)  As used herein and in subsection (3)(c) and (d) below, the
term "Redemption Date" shall refer to each "Series A Redemption Date" and the
term "Redemption Price" shall refer to each "Series A Redemption Price."
Subject to the rights of series of Preferred Stock which may from time to
time come into existence, at least fifteen (15) but no more than thirty (30)
days prior to each Redemption Date, written notice shall be mailed, first
class postage prepaid, to each holder of record (at the close of business on
the business day next preceding the day on which notice is given) of the
Series A Preferred Stock to be redeemed, at the address last shown on the
records of this corporation for such holder, notifying such holder of the
redemption to be effected, specifying the number of shares to be redeemed
from such holder, the Redemption Date, the Redemption Price, the place at
which payment may be obtained and calling upon such holder to surrender to
this corporation, in the manner and at the place designated, his, her or its
certificate or certificates representing the shares to be redeemed (the
"Redemption Notice").  Except as provided in subsection (3)(c) on or after
the Redemption Date, each holder of Series A Preferred Stock to be redeemed
shall surrender to this corporation the certificate or certificates
representing such shares, in the manner and at the place designated in the
Redemption Notice, and thereupon the Redemption Price of such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof and each surrendered certificate shall be
cancelled.  In the event less than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares.

          (c)  From and after the Redemption Date, unless there shall have
been a default in payment of the Redemption Price, all rights of the holders
of shares of Series A Preferred Stock designated for redemption in the
Redemption Notice as holders of Series A Preferred Stock (except the right to
receive the Redemption Price without interest upon surrender of their
certificate or certificates) shall cease with respect to such shares, and
such shares shall not thereafter be transferred on the books of this
corporation or be deemed to be outstanding for


                                         4


any purpose whatsoever.  Subject to the rights of series of Preferred Stock
which may from time to time come into existence, if the funds of the
corporation legally available for redemption of shares of Series A Preferred
Stock on any Redemption Date are insufficient to redeem the total number of
shares of Series A Preferred Stock to be redeemed on such date, those funds
which are legally available will be used to redeem the maximum possible
number of such shares ratably among the holders of such shares to be redeemed
based upon their holdings of Series A Preferred Stock.  The shares of
Series A Preferred Stock not redeemed shall remain outstanding and entitled
to all the rights and preferences provided herein.  Subject to the rights of
series of Preferred Stock which may from time to time come into existence, at
any time thereafter when additional funds of the corporation are legally
available for the redemption of shares of Series A Preferred Stock, such
funds will immediately be used to redeem the balance of the shares which the
corporation has become obliged to redeem on any Redemption Date but which it
has not redeemed.

          (d)  On or prior to each Redemption Date, this corporation shall
deposit the Redemption Price of all shares of Series A Preferred Stock
designated for redemption in the Redemption Notice, and not yet redeemed or
converted, with a bank or trust corporation having aggregate capital and
surplus in excess of $100,000,000 as a trust fund for the benefit of the
respective holders of the shares designated for redemption and not yet
redeemed, with irrevocable instructions and authority to the bank or trust
corporation to publish the notice of redemption thereof and pay the
Redemption Price for such shares to their respective holders on or after the
Redemption Date, upon receipt of notification from the corporation that such
holder has surrendered his, her or its share certificate to the corporation
pursuant to subsection (3)(b) above.  As of the date of such deposit (even if
prior to the Redemption Date), the deposit shall constitute full payment of
the shares to their holders, and from and after the date of the deposit the
shares so called for redemption shall be redeemed and shall be deemed to be
no longer outstanding, and the holders thereof shall cease to be shareholders
with respect to such shares and shall have no rights with respect thereto
except the rights to receive from the bank or trust corporation payment of
the Redemption Price of the shares, without interest, upon surrender of their
certificates therefor, and the right to convert such shares as provided in
Section 4 hereof.  Such instructions shall also provide that any moneys
deposited by the corporation pursuant to this subsection (3)(d) for the
redemption of shares thereafter converted into shares of the corporation's
Common Stock pursuant to Section 4 hereof prior to the Redemption Date shall
be returned to the Corporation forthwith upon such conversion.  The balance
of any moneys deposited by this corporation pursuant to this subsection
(3)(d) remaining unclaimed at the expiration of two (2) years following the
Redemption Date shall thereafter be returned to this corporation upon its
request expressed in a resolution of its Board of Directors.

          4.   Conversion.  The holders of the Series A Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

          (a)  Right to Convert.  Each share of Series A Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after
the date of issuance of such share and on or prior to the fifth day prior to
the Redemption Date, if any, as may have been fixed in any Redemption Notice
with respect to the Series A Preferred Stock, at the office of this
corporation or any transfer agent for such stock, into such number of fully
paid and nonassessable shares of Class A Common Stock as is determined by
dividing the Original


                                         5


Series A Issue Price by the conversion price ("Conversion Price") applicable
to such share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion.  The initial Conversion Price per
share for shares of Series A Preferred Stock shall be $1.675; provided,
however, that the Conversion Price for the Series A Preferred Stock shall be
subject to adjustment as set forth in subsection 4(d).

          (b)  Automatic Conversion.  Each share of Series A Preferred Stock
shall automatically be converted into shares of Class A Common Stock at the
Conversion Price at the time in effect for such Series A Preferred Stock
immediately upon the date specified by written consent or agreement of the
holders of a majority of the then outstanding shares of Series A Preferred
Stock.

          (c)  Mechanics of Conversion.  Before any holder of Series A
Preferred Stock shall be entitled to convert the same into shares of Class A
Common Stock, he shall surrender the certificate or certificates therefor,
duly endorsed, at the office of this corporation or of any transfer agent for
the Series A Preferred Stock, and shall give written notice to this
corporation at its principal corporate office, of the election to convert the
same and shall state therein the name or names in which the certificate or
certificates for shares of Class A Common Stock are to be issued.  This
corporation shall, as soon as practicable thereafter, issue and deliver at
such office to such holder of Series A Preferred Stock, or to the nominee or
nominees of such holder, a certificate or certificates for the number of
shares of Class A Common Stock to which such holder shall be entitled as
aforesaid.  Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of such surrender of the shares of
Series A Preferred Stock to be converted, and the person or persons entitled
to receive the shares of Class A Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such
shares of Class A Common Stock as of such date.  If the conversion is in
connection with an underwritten offering of securities registered pursuant to
the Securities Act of 1933, the conversion may, at the option of any holder
tendering Series A Preferred Stock for conversion, be conditioned upon the
closing with the underwriters of the sale of securities pursuant to such
offering, in which event the person(s) entitled to receive the Class A Common
Stock upon conversion of the Series A Preferred Stock shall not be deemed to
have converted such Series A Preferred Stock until immediately prior to the
closing of such sale of securities.

          (d)  Conversion Price Adjustments of Preferred Stock for Certain
Dilutive Issuances, Splits and Combinations.  The Conversion Price of the
Series A Preferred Stock shall be subject to adjustment from time to time as
follows:

               (i)  In the event the corporation should at any time or from
time to time after the date upon which any shares of Series A Preferred Stock
were first issued (the "Purchase Date" with respect to such series) fix a
record date for the effectuation of a split or subdivision of the outstanding
shares of Class A Common Stock or the determination of holders of Class A
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Class A Common Stock without payment of any
consideration by such holder for the additional shares of Class A Common
Stock, then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the
Conversion Price of the Series A Preferred Stock shall be appropriately
decreased so that the number of shares of Class A Common Stock issuable on
conversion of each share of such series shall be

                                        6


increased in proportion to such increase of the aggregate of shares of Class A
Common Stock outstanding.  In the event the corporation shall declare or pay,
without consideration, any dividend on the Class A Common Stock payable in any
right to acquire Class A Common Stock for no consideration, then the corporation
shall be deemed to have made a dividend payable in Class A Common Stock in an
amount of shares equal to the maximum number of shares issuable upon exercise of
such rights to acquire Class A Common Stock.

               (ii)      If the number of shares of Class A Common Stock
outstanding at any time after the Purchase Date is decreased by a combination
of the outstanding shares of Common Stock, then, following the record date of
such combination, the Conversion Price for the Series A Preferred Stock shall
be appropriately increased so that the number of shares of Class A Common
Stock issuable on conversion of each share of such series shall be decreased
in proportion to such decrease in outstanding shares.

               (iii)     All adjustments to the Conversion Price will be
calculated to the nearest cent of a dollar.  No adjustment in the Conversion
Price will be required unless such adjustment would require an increase or
decrease of at least one cent per dollar; provided, however, that any
adjustments which by reason of this Section 4(d)(iii) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.  All adjustments to the Conversion Price shall be made
successively.

          (e)  Other Distributions.  In the event this corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by this corporation or other persons, assets (excluding
cash dividends) or options or rights not referred to in subsection 4(d),
then, in each such case for the purpose of this subsection 4(e), the holders
of the Series A Preferred Stock shall be entitled to a proportionate share of
any such distribution as though they were the holders of the number of shares
of Class A Common Stock of the corporation into which their shares of
Series A Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Class A Common Stock of the corporation
entitled to receive such distribution.

          (f)  Recapitalizations and Reorganizations.  If the Class A Common
Stock issuable upon conversion of the Series A Preferred Stock shall be
changed into or exchanged for a different class or classes of capital stock,
or other securities or property whether by reorganization, recapitalization
or otherwise (other than a subdivision, combination or merger or sale of
assets transaction provided for elsewhere in this Section 4 or Section 2)
provision shall be made so that the holders of the Series A Preferred Stock
shall thereafter be entitled to receive upon conversion of the Series A
Preferred Stock the number of shares of stock or other securities or
property, to which a holder of Class A Common Stock deliverable upon
conversion would have been entitled on such recapitalization or
reorganization.  In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section 4 with respect to the
rights of the holders of the Series A Preferred Stock after the
recapitalization or reorganization to the end that the provisions of this
Section 4 (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.

                                         7


          (g)  No Impairment.  This corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by this corporation, but will at all times in good faith assist in
the carrying out of all the provisions of this Section 4 and in the taking of
all such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A Preferred Stock against
impairment.

          (h)  No Fractional Shares and Certificate as to Adjustments.

               (i)  No fractional shares shall be issued upon the conversion
of any share or shares of the Series A Preferred Stock, and the number of
shares of Class A Common Stock to be issued shall be rounded to the nearest
whole share.  Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of shares of
Series A Preferred Stock the holder is at the time converting into Class A
Common Stock and the number of shares of Class A Common Stock issuable upon
such aggregate conversion.

               (ii) Upon the occurrence of each adjustment or readjustment of
the Conversion Price of Series A Preferred Stock pursuant to this Section 4,
this corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to
each holder of Series A Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.  This corporation shall, upon the
written request at any time of any holder of Series A Preferred Stock,
furnish or cause to be furnished to such holder a like certificate setting
forth (A) such adjustment and readjustment, (B) the Conversion Price for such
series of Preferred Stock at the time in effect, and (C) the number of shares
of Class A Common Stock and the amount, if any, of other property which at
the time would be received upon the conversion of a share of Series A
Preferred Stock.

          (i)  Notices of Record Date.  In the event of any taking by this
corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right (except
the right to vote), this corporation shall mail to each holder of Series A
Preferred Stock, at least 20 days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character
of such dividend, distribution or right.

          (j)  Reservation of Stock Issuable Upon Conversion.  This
corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Class A 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 Class A Common Stock as shall from time
to time be sufficient to effect the conversion of all outstanding shares of
the Series A Preferred Stock; and if at any time the number of authorized but
unissued shares of Class A Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of the Series A Preferred Stock,

                                         8


in addition to such other remedies as shall be available to the holder of
such Series A Preferred Stock, this corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Class A Common Stock to such number of
shares as shall be sufficient for such purposes, including, without
limitation, engaging in best efforts to obtain the requisite shareholder
approval of any necessary amendment to these articles.

          (k)  Notices.  Any notice required by the provisions of this
Section 4 to be given to the holders of shares of Series A Preferred Stock
shall be deemed given if deposited in the United States mail, postage
prepaid, and addressed to each holder of record at his address appearing on
the books of this corporation.

          5.   Voting Rights.  The holder of each share of Series A Preferred
Stock shall have the right to one vote for each share of Class A Common Stock
into which such Series A Preferred Stock could then be converted, and with
respect to such vote, such holder shall have full voting rights and powers
equal to the voting rights and powers of the holders of Class A Common Stock,
and shall be entitled, notwithstanding any provision hereof, to notice of any
shareholders' meeting in accordance with the bylaws of this corporation, and,
except with respect to the election of directors as provided in Section 6
hereof, shall be entitled to vote, together with holders of Class A Common
Stock, with respect to any question upon which holders of Class A Common
Stock have the right to vote.  Fractional votes shall not, however, be
permitted and any fractional voting rights available on an as-converted basis
(after aggregating all shares into which shares of Series A Preferred Stock
held by each holder could be converted) shall be rounded to the nearest whole
number (with one-half being rounded upward).

          6.   Board of Directors.  So long as at least 40% of the authorized
shares of Series A Preferred Stock are outstanding, the holders of Series A
Preferred Stock, voting as a class, shall be entitled to elect five directors
and the holders of Common Stock, voting as a class, shall be entitled to
elect two directors.  So long as at least 40% of the authorized shares of
Series A Preferred Stock are outstanding, this corporation shall not without
first obtaining the approval (by vote or written consent, as provided by law)
of the holders of at least a majority of the then outstanding shares of
Series A Preferred Stock, change the authorized number of directors of the
corporation.

          7.   Status of Converted or Redeemed Stock.  In the event any
shares of Series A Preferred Stock shall be redeemed or converted pursuant to
Section 3 or Section 4 hereof, the shares so converted or redeemed shall be
cancelled and shall not be issuable by the corporation.  The Articles of
Incorporation of this corporation shall be appropriately amended to effect
the corresponding reduction in the corporation's authorized capital stock.

          8.   Repurchase of Shares.  In connection with repurchases by this
corporation of its Common Stock pursuant to its agreements with certain of
the holders thereof, Sections 502 and 503 of the California General
Corporation Law shall not apply in whole or in part with respect to such
repurchases.

                                         9


          IN WITNESS WHEREOF, this Certificate is signed by Lon E. Bell,
Chairman of the Board, and Sandra L Grouf, acting Chief Financial Officer, as
of this 24th day of May, 1999.

                                             /s/ LON E. BELL
                                         Lon E. Bell, Chairman of the Board

                                             /s/SANDRA L. GROUF
                                         Sandra L. Grouf, Assistant Secretary


                                         10


          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.

                                             /s/ LON E. BELL
                                         Lon E. Bell, Chairman of the Board

                                             /s/SANDRA L. GROUF
                                         Sandra L. Grouf, Assistant Secretary


                                         11