TOTAL CONTAINMENT, INC.

                         FORM OF SERIES B FLOATING RATE
                                 PREFERRED STOCK

     THIS CERTIFIES that Canam Steel Corporation is the registered holder of
Four Hundred (400) Shares of Series B Floating Rate Preferred Stock transferable
only on the books of the Corporation by the holder hereof in person or by
Attorney upon surrender of this Certificate properly endorsed.

     IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 30th day of December, A.D., 1999.


/s/ Richard H. Gross                        /s/ John R. Wright, Jr.
----------------------------------          -----------------------------------
Secretary                                   President

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         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                                  DSCB:15-1522

     In compliance with the requirements of 54 Pa. C.S. 1522(b) (relating to
statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations, and special
rights, if any, of a class or series of its shares, hereby states that:

1.   The name of the corporation is: TOTAL CONTAINMENT, INC.

2.   The resolution amending the Articles under 15 Pa. C.S. 1522(b) is set forth
     in full in Attachment A appended hereto and made a part hereof.

3.   The aggregate number of shares of such class or series is 400 shares.

4.   The date of adoption of such resolution was December 10, 1999.

5.   The resolution shall be effective upon the filing of this statement with
     respect to shares in the Department of State.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer thereof this 20th day of December,
1999.



                                            TOTAL CONTAINMENT, INC.


                                            By: /s/  Pierre Desjardins
                                                ------------------------------
                                                   Pierre Desjardins
                                                   Chairman & CEO


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                                                                    Attachment A

                             TOTAL CONTAINMENT, INC.

                           Resolutions with Respect to
                     Series B Floating Rate Preferred Stock
                           of Total Containment, Inc.

     RESOLVED, that pursuant to authority vested in the Board of Directors by
Article SIXTH of the Articles of Incorporation, this Board of Directors hereby
authorizes the issuance of a series of Preferred Stock of Total Containment,
Inc. (the "Company") and hereby fixes the designation and the terms and
conditions and relative rights and preferences thereof, in addition to those set
forth in the Articles of Incorporation, as follows:

     1. Designation of Series. The distinctive designation of this series of
Preferred Stock shall be as follows: "Series B Floating Rate Preferred Stock."
The Series B Floating Rate Preferred Stock does not have par value. Each share
of the Series B Floating Rate Preferred Stock shall be identical in all respects
with the other shares of Series B Floating Rate Preferred Stock.

     2. Number of Shares. The number of authorized shares of Series B Floating
Rate Preferred Stock shall initially be four hundred (400). Shares of the Series
B Floating Rate Preferred Stock that are redeemed, purchased or otherwise
acquired by the Corporation may be reissued and the foregoing number of
authorized shares shall not be reduced by the number of shares of the Series B
Floating Rate Preferred Stock which are redeemed, purchased or otherwise
acquired by the Corporation.

     3. Stated Value. Each share of Series B Floating Rate Preferred Stock shall
have a "Stated Value" of Ten Thousand Dollars ($10,000) per share.

     4. Dividends.

        (a) The holders of shares of Series B Floating Rate Preferred Stock
shall be entitled to receive, as and if declared by the Board of Directors
of the Company, out of any funds legally available for the purpose, dividends
which accrue under this Paragraph 4, which shall be paid quarterly in arrears,
on the fifteenth day of each of April, July, October, and January, with respect
to the preceding calendar quarter (such day known as the "Required Dividend
Payment Date).

        (b) The shares of Series B Floating Rate Preferred Stock shall accrue
dividends upon the Stated Value of such shares during each calendar quarter at a
rate equal to the "Reference Rate" (as hereinafter defined) as in effect on the
first day of the second month of each calendar quarter, plus eight-tenths
percent (0.8%). However, if from time to time any accrued dividends have not
been timely paid in accordance with this Paragraph 4 and are in arrears, then
the shares of Series B Floating Rate Preferred Stock shall accrue dividends upon
the Stated Value of such shares at the "Arrearage Rate" (as hereinafter defined)
as in effect on the first day of each calendar quarter, provided, that the
Arrearage Rate shall apply from the date from which dividends become in arrears
until all dividends then due and owing have been paid.



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<PAGE>

Accrued dividends shall be calculated and paid upon the basis of a 360 day
year and equal calendar quarters of 90 days each.

        (c) Unpaid dividends shall cumulate. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments which may be in arrears.

        (d) No cash dividend or other cash distribution shall be declared or
paid on shares of common stock or on other stock of the Corporation ranking
junior to the Series B Floating Rate Preferred Stock in the payment of dividends
unless and until all accrued and unpaid Series B Floating Rate Preferred Stock
dividends have been concurrently declared and concurrently paid.

     5. Reference Rate, etc. The "Reference Rate" shall be the "prime rate"
as defined by and reported in the money rates section of The Wall Street
Journal (being defined, on the date hereof, as the base rate on corporate
loans posted by at least 75% of the 30 largest banks in the United States),
as such may change from time to time. The "Arrearage Rate" shall be equal to
the Reference Rate as in effect on the relevant date plus one and
three-tenths percent (1.3%).

     6. Liquidation Rights.

        (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of the Series B
Floating Rate Preferred Stock shall be entitled to receive, before any
payment in regard to or distribution of the assets of the Company shall be
made to or set apart for any class or classes of common stock or other stock
of the Company ranking junior to the Series B Floating Rate Preferred Stock
in the distribution of liquidation proceeds, an amount equal to the Stated
Value per share, plus an amount equal to all dividends accrued and unpaid
thereon to the date of final distribution to such holders; but such holders
shall be entitled to no further payments whatsoever. The Series B Floating
Rate Preferred Stock shall be of equal priority with all shares of the
Company's Series A Floating Rate Preferred Stock.

        (b) None of the following shall be considered a liquidation, dissolution
or winding up of the Company within the meaning of this Paragraph 6:

           (i) a consolidation or merger of the Company with or into any other
corporation;

           (ii) a merger of any other corporation into the Company;

           (iii) a reorganization of the Company;

           (iv) the purchase or redemption of all or part of the outstanding
shares of any class or series of the Company;

           (v) a sale or transfer of all or any part of the assets of the
Company;

           (vi) a share exchange to which the Company is a party; or


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           (vii) a division of the Company.

     7. No Conversion. The holders of Series B Floating Rate Preferred Stock
shall not have the right to convert such stock into any other shares, whether
common stock or other stock ranking senior or junior to the Series B Floating
Rate Preferred Stock.

     8. Redemption.

        (a) Right to Redeem. Subject to the limitations set forth in this
Paragraph 8(a), the Company may in its sole and absolute discretion at any
time and from time to time redeem some or all outstanding shares of Series B
Floating Rate Preferred Stock at a redemption price equal to the Stated Value
per share plus any accrued and unpaid dividends thereon to the redemption
date. Redemption shall be made following notice given as hereinafter
specified. The redemption price shall be payable in cash. The Company may
effect a redemption of some or all outstanding shares of Series B Floating
Rate Preferred Stock only if:

           (i) after giving effect to the redemption, the Company's net tangible
assets (which for purposes hereof shall mean the Company's total assets minus
its total liabilities and goodwill) is equal to or greater than Four Million
Five Hundred Thousand Dollars ($4,500,000) at the end of any fiscal quarter;
or

           (ii) such redemption shall have been approved by the affirmative vote
of at least a majority of the members of the audit committee of the Company's
Board of Directors who (i) are not employees or officers of the Company,
(ii) are independent of the holders of Series B Floating Rate Preferred Stock
and, (iii) who have no financial or beneficial interest in the Series B
Floating Rate Preferred Stock or in the redemption thereof; and

           (iii) Such redemption shall have been evidenced by a resolution,
certified as true and correct by the appropriate officer of the Company.

        (b) Notice. Notice of every redemption of shares of Series B Floating
Rate Preferred Stock shall be mailed by first class mail, postage prepaid,
addressed to the holders of record of the shares to be redeemed at their
respective last addresses as they shall appear on the books of the
Corporation. Such mailing shall be at least 5 days prior to the redemption
date; but failure to mail such notice or any defect therein or in the mailing
thereof shall not affect the validity of the proceeding for the redemption of
any shares to be redeemed. The notice of redemption shall state: (i) the
redemption date ("Redemption Date") determined by the Board of Directors of
the Company in compliance with subparagraph (a); (ii) the amount of accrued
and unpaid dividends on each share and the amount of the redemption price;
(iii) that on the Redemption Date the redemption price plus the amount of
accrued but unpaid dividends will become due and payable upon each share as
of the close of business on the business day prior to such Redemption Date;
and (iv) the place or places where certificates representing the shares to be
redeemed are to be surrendered for payment of the redemption price.

        (c) Deposit of Funds. If notice of redemption shall have been duly
given, and if on or before the Redemption Date specified therein the Company
shall have deposited the funds necessary for such redemption with a Qualified
Institution (as defined below) in trust for the pro rata benefit of the
holders of the shares called for redemption, then, notwithstanding that any
certificates for shares so called for redemption shall not have been
surrendered for cancellation, from and after the Redemption Date, all shares
so called for


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<PAGE>

redemption shall no longer be deemed to be outstanding and all other
rights with respect to such shares shall forthwith cease and terminate,
except only the right of the holders thereof to receive from such Qualified
Institution at any time after the Redemption Date the funds so deposited. Any
interest accrued on such funds and not necessary to pay for shares redeemed
shall be paid to the Corporation from time to time. Any funds so set aside or
deposited, as the case may be, and unclaimed at the end of two years from the
applicable Redemption Date shall, to the extent permitted by law, shall be
released or repaid to the Company, after which repayment the holders of the
shares so called for redemption shall look only to the Company for payment
thereof. "Qualified Institution" means a bank or trust company organized and
in good standing under the laws of the United States of America or of the
State of Pennsylvania, shall be doing business in Pennsylvania, shall have
capital, surplus and undivided profits aggregating at least $25,000,000
according to its last published statement of condition, and shall be
identified in the notice of redemption.

        (d) Certain Amendments Prohibited. The provisions of Paragraph 8(a)
hereof shall not be amended or superseded, unless such amendment shall have
been approved by the affirmative vote of at least a majority of the members
of the audit committee of the Company's Board of Directors who (i) are not
employees or officers of the Company, (ii) are independent of the holders of
Series B Floating Rate Preferred Stock, and (iii) have no financial or
beneficial interest in the Series B Floating Rate Preferred Stock or in the
redemption thereof. The provisions of Paragraph 8(d) hereof, which specify
the manner in which Paragraph 8(a) hereof shall be amended, constitute a
covenant between the Company, the holders of the Company's common stock, and
the holders of the Series B Floating Rate Preferred Stock.

     9. Voting. The shares of Series B Floating Rate Preferred Stock shall
have no voting rights whatsoever.


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