CERTIFICATE OF DETERMINATION, PREFERENCES AND

               RIGHTS OF SERIES B EXCHANGEABLE PREFERRED STOCK OF

                              LC ACQUISITION CORP.,

                            A CALIFORNIA CORPORATION



             Pursuant to Section 401 of the General Corporation Law

                           of the State of California





         I. The undersigned, being the duly elected President and Secretary of

LC Acquisition Corp., a corporation organized and existing under the General

Corporation Law of the State of California, in accordance with the provisions of

Section 401 thereof (the "Corporation"), certify that pursuant to authority

given by the Corporation's Amended and Restated Articles of Incorporation, the

Board of Directors of the Corporation has duly adopted the following recitals

and resolutions:



         WHEREAS, the Amended and Restated Articles of Incorporation of the

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 the Corporation is authorized,

within the limitations and restrictions stated in the Amended and Restated

Articles of Incorporation, 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; and



         WHEREAS, the Corporation has not issued any shares of Series B

Exchangeable Preferred Stock, and the Board of Directors of the Corporation

desires, pursuant to its authority, to determine and fix the rights,

preferences, privileges and restrictions of the Series B Exchangeable Preferred

Stock and the number of shares constituting and the designation of the Series B

Exchangeable Preferred Stock;



         NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority

conferred upon the Board of Directors of this Corporation in accordance with the

provisions of the Amended and Restated Articles of Incorporation, there is

hereby established a series of the authorized preferred stock of the

Corporation, which series shall be designated as "Series B Exchangeable

Preferred Stock," and which shall consist of two million five hundred thousand

(2,500,000) shares and shall have the following dividend rights, voting rights,

terms of redemption, redemption prices, liquidation preferences and other

rights, qualifications, limitations and restrictions.



                  1. Dividend Rights. Commencing one hundred eighty (180) days

after the date of issuance of the Series B Exchangeable Preferred Stock and

subject to the prior payment in full of all cumulative dividends to holders of

the Series A Exchangeable Preferred Stock and other classes of stock at the time

outstanding having prior rights as to dividends, the holders of the Series B

Exchangeable Preferred Stock shall be entitled to receive, when and as declared

by the Board of Directors, out of any assets of the corporation legally

available therefor, cumulative dividends at an







                                        1



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annual rate of $0.40 per share per annum. Such dividends shall be payable solely

in Series B Exchangeable Preferred Stock of the corporation valued for this

purpose at $4.00 per share. The Board of Directors shall not pay any dividend

(other than those payable solely in the Common Stock of the corporation) to the

holders of the Common Stock during any fiscal year of the corporation until it

has paid all cumulative but unpaid dividends to the holders of the Series A

Exchangeable Preferred Stock and Series B Exchangeable Preferred Stock.



                  2. Liquidation Preference.



                           (a) In the event of any liquidation, dissolution or

winding up of this corporation, either voluntary or involuntary, subject to the

prior payment in full of the liquidation preference of the Series A Exchangeable

Preferred Stock and to the rights of Series of Preferred Stock that may from

time to time come into existence, the holders of Series B Exchangeable 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 $4.00

for each outstanding share of Series B Exchangeable Preferred Stock (the

"Original Series B Issue Price") plus all cumulative but unpaid dividends. If

upon the occurrence of such event, the assets and funds thus distributed among

the holders of the Series B Exchangeable Preferred Stock shall be insufficient

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