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                                                                     EXHIBIT 3.1


                    CERTIFICATE OF DESIGNATION, PREFERENCES
                             AND RIGHTS OF SERIES B
                          CONVERTIBLE PREFERRED STOCK
                                       OF
                              TRISTAR CORPORATION

         TRISTAR CORPORATION (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Law"), does hereby certify:

         A.      The Certificate of Incorporation of the Corporation fixes the
total number of shares of all classes of capital stock which the Corporation
shall have the authority to issue at 31,000,000 shares, of which 1,000,000
shares shall be shares of Preferred Stock, par value $.05 per share ("Preferred
Stock"), and 30,000,000 shares shall be shares of Common Stock, par value $.01
per share ("Common Stock").

         B.      Pursuant to authority expressly conferred upon the Board of
Directors of the Corporation by the Certificate of Incorporation of the
Corporation, said Board of Directors (the "Board") has duly authorized and
adopted the following resolution providing for an issue of a series of the
Preferred Stock to be designated "Series B Convertible Preferred Stock":

         RESOLVED, that an issue of a series of the Preferred Stock of the
Corporation is hereby provided for, the designation of which shall be "Series B
Convertible Preferred Stock" (the "Series B Preferred Stock"). The number of
shares of Series B Preferred Stock shall be 120,690.

         FURTHER RESOLVED, that the preferences and relative participating,
optional and other special rights, and qualifications, limitations and
restrictions thereof, of the Series B Preferred Stock are hereby fixed as
follows:

SECTION 1.       DIVIDENDS

         1.1     The holders of shares of outstanding Series B Preferred Stock
shall be entitled to receive in any fiscal year, when and as declared by the
Board, out of assets of the Corporation legally available therefor,
distributions (as defined below) on a pro rata basis in cash at the annual rate
of $2.03 per share (subject to appropriate adjustment for stock splits, stock
combinations, stock dividends, reclassifications and similar other events
affecting the Series B Preferred Stock). Such distributions shall accrue from
day to day, whether or not earned or declared, and shall be cumulative from
February 21, 1997, and shall be payable quarterly or otherwise as the Board may
from time to time determine. Distributions may be declared and paid upon Common
Stock and other shares of the Corporation ranking junior to the Series B
Preferred Stock as to distributions in any fiscal year of the Corporation, only
if full cumulative distributions shall have been paid to or declared upon and
set apart for all shares of Series B Preferred Stock at such annual rate
through the date of distribution. With respect to distributions declared and
paid upon Common Stock, the Series B Preferred Stock shall also be entitled to
participate in and receive distributions on an "as-if-converted" basis. For
purposes of the distributions provided for by this SECTION 1, the Corporation's
Series A Convertible Preferred Stock, $.05 par value per share (the "Series A
Preferred Stock") shall be considered equal to, and not senior or junior to,
the Series B Preferred Stock and shall be entitled to distributions with the
Series B Preferred Stock in proportion to the relative amounts of dividends
accrued on the Series A Preferred Stock. Any holder of shares of Series B
Preferred Stock whose shares of Series B Preferred Stock are converted pursuant
to SECTION 3 hereof shall, upon such conversion, forfeit and cease to have any
claim to any accrued but unpaid dividends under this SECTION 1 with respect to
such converted shares.
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         1.2     For purposes of this SECTION 1, unless the context otherwise
requires, "distribution" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
Common Stock on Common Stock, or the purchase or redemption of shares of the
Corporation (other than redemptions, retirements, repurchases or acquisitions
of capital stock pursuant to terms approved by the Board from employees,
advisors, officers, directors and consultants of, and persons performing
services for, the Corporation or its subsidiaries upon termination of
employment or association) for cash or property, including any such transfer,
purchase or redemption by a subsidiary of the Corporation. Notwithstanding the
foregoing, the term "distribution" shall not be deemed to include any
distribution made in connection with any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary.

SECTION 2.       LIQUIDATION PREFERENCE

         2.1     LIQUIDATION. Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the holders of each share
of Series B Preferred Stock and Series A Preferred Stock, which, for purposes
of this Section 2, such Series A Preferred Stock shall be considered equal to,
and not senior or junior to the Series B Preferred Stock, shall be entitled,
before any distribution or payment is made upon any share of Common Stock or
any other class or series of the Corporation's capital stock ranking junior as
to liquidation rights to the Series B Preferred Stock (but after preferential
distributions or payments required to be made on any other securities of the
Corporation senior to the Series B Preferred Stock), to be paid with respect to
each share of Series B Preferred Stock outstanding, an amount per share equal
to the sum of $29.00 per share (subject to appropriate adjustment for stock
splits, stock combinations, stock dividends, reclassifications and similar
other events affecting the Series B Preferred Stock) plus any dividends on a
share of Series B Preferred Stock provided for by SECTION 1.1 hereof that are
accrued but are unpaid through the date of distribution to the holders of the
outstanding shares of Series B Preferred Stock in connection with such
liquidation, dissolution or winding up (the sum of such amounts payable with
respect to one share of Series B Preferred Stock being sometimes referred to as
the "Series B Liquidation Preference"). If upon a liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series B Preferred Stock (and all holders
of Series A Preferred Stock and any other preferred stock of the Corporation
ranking on parity with the Series B Preferred Stock in the event of a
liquidation, dissolution or winding up of the Corporation) shall be
insufficient to permit payments in full to the holders of Series B Preferred
Stock of the Series B Liquidation Preference, then all assets of the
Corporation available for distribution to stockholders after the Corporation
has made preferential distributions or payments required to be made on any
other securities of the Corporation senior to the Series B Preferred Stock
shall be distributed ratably, in accordance with the liquidation preference
rights of the Series B Preferred Stock and the Series A Preferred Stock, among
the holders of Series B Preferred Stock (and all holders of Series A Preferred
Stock and any other preferred stock of the Corporation ranking on parity with
the Series B Preferred Stock in the event of a liquidation, dissolution or
winding up of the Corporation).

         2.2     OTHER DISTRIBUTIONS. Upon any liquidation, dissolution or
winding up of the Corporation, immediately after the holders of Series B
Preferred Stock and any other series of Preferred Stock shall have been paid in
full, any preferred stock liquidation preferences (including the Series B
Liquidation Preference and the liquidation preference for the Series A
Preferred Stock) that they are respectively entitled to, the remaining assets
of the Corporation available for distribution shall be distributed to the
holders of Common Stock, the holders of the Series B Preferred Stock and the
Series A Preferred Stock in proportion to the number of shares of Common Stock
deemed to be held on an "as-if-converted" basis.





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         2.3     TERMINATION OF SERIES B PREFERRED STOCK. In the event the
distributions provided for by this SECTION 2 are made to the holders of Series
B Preferred Stock upon any liquidation, dissolution or winding up of the
Corporation, the Series B Preferred Stock shall be retired and canceled and the
holders thereof shall cease to have any continuing interest in the Corporation
in their capacity as holders of Series B Preferred Stock.

         2.4     NOTICE. Written notice of any liquidation, dissolution or
winding up and any related distribution, stating the payment date and the place
where said payments shall be made, shall be given by mail, postage prepaid, or
by telecopy to non-U.S. residents, not less than 20 days prior to the payment
date stated therein, to the holders of Series B Preferred Stock, such notice to
be addressed to each such holder at its address as shown on the records of the
Corporation.

SECTION 3.       CONVERSION

The holders of Series B Preferred Stock shall have the following conversion
rights (the "Series B Conversion Rights"):

         3.1     RIGHT TO CONVERT; AUTOMATIC CONVERSION

         A.      Subject to SECTION 3.3, each share of Series B Preferred Stock
shall be convertible at any time before a liquidating or redemption payment is
made to the holder of such Series B Preferred Stock pursuant to SECTION 2 or
SECTION 5 hereof, at the option of the holder thereof, at the office of the
Corporation or any transfer agent for such shares, into the number of fully
paid and nonassessable shares of Common Stock provided for below.

         B.      Each share of Series B Preferred Stock shall be convertible
into four fully paid and nonassessable shares of Common Stock. The Series B
Conversion Price shall be $7.25 per share of Common Stock.

         3.2     MECHANICS OF CONVERSION. Before any holder of shares of Series
B Preferred Stock shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificates for the shares of Series B
Preferred Stock, duly endorsed, at the office of the Corporation or of any
transfer agent for such shares (or the holder shall notify the Corporation or
its transfer agent that such certificate has been lost, stolen or destroyed and
execute an agreement in form and substance reasonably satisfactory to the
Corporation to indemnify the Corporation for any loss incurred by the
Corporation in connection therewith), and shall give written notice to the
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 Common Stock are to be issued. (A holder of Series B
Preferred Stock may not effect a transfer of shares pursuant to conversion
unless all applicable restrictions on transfer are complied with.) The
Corporation shall, as soon as practicable, issue and deliver at such office to
such holder of shares of Series B Preferred Stock, or to the nominee or
nominees of such holder, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as provided above. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the certificate or certificates (or
the indemnification agreement referred to above) representing the shares of
Series B Preferred Stock being 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 as of such date. In case the number of shares of Series B
Preferred Stock represented by the certificate or certificates surrendered
exceeds the number of shares converted, the Corporation shall, upon such
conversion, execute and deliver to the holder, at the expense of the
Corporation, a new





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certificate or certificates for the number of shares of Series B Preferred
Stock represented by the certificate or certificates surrendered which are not
to be converted.

         3.3     CONVERSION PRICE ADJUSTMENTS. The Series B Conversion Price
shall be subject to adjustment from time to time as follows:

         A.      "Effective Date" with respect to the Series B Preferred Stock
means the date on which the Certificate of Designation establishing the Series
B Preferred Stock (the "Certificate of Designation") is filed in the office of
the Secretary of State of Delaware.

         B.      In the event the Corporation should at any time or from time
to time after the Effective Date fix a record date for the effectuation of a
split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock 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 is fixed),
the Series B Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of each share shall be
increased in proportion to such increase of outstanding shares of Common Stock.

         C.      If the number of shares of Common Stock outstanding at any
time after the Effective Date is decreased by a combination of the outstanding
shares of Common Stock, then, as of the record date of such combination, the
Series B Conversion Price shall be appropriately increased so that the number
of shares of Common Stock issuable on conversion of each such share shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.

         3.4     OTHER DISTRIBUTIONS. In the event the Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in SECTION 3.3.B, then, in each
such case for the purpose of this SECTION 3.4, the holders of the Series B
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 Common
Stock of the Corporation into which their shares of Series B Preferred Stock
are convertible as of the record date fixed for the determination of the
holders of Common Stock of the Corporation entitled to receive such
distribution.

         3.5     RECAPITALIZATION. If at any time or from time to time there
shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this SECTION 3), provision shall be made so that the holders of the Series B
Preferred Stock shall thereafter be entitled to receive, upon conversion of the
Series B Preferred Stock, such shares or other securities or property of the
Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section with respect to the rights of the holders of the Series B
Preferred Stock after the recapitalization to the end that the provisions of
this Section (including adjustments of the Series B Conversion Price then in
effect and the number of shares issuable upon conversion of shares of Series B
Preferred Stock) shall be applicable after that event as nearly equivalent as
may be practicable.





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         3.6     NO IMPAIRMENT. The Corporation shall not, by amendment of its
Certificate 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 the
Corporation, but shall at all times in good faith assist in the carrying out of
all the provisions of this Section and in the taking of all such action as may
be necessary or appropriate in order to protect the Series B Conversion Rights
of the holders of the Series B Preferred Stock against impairment; provided
that in any event, any provisions of this Section may be amended with the
approval of holders representing not less than 66- 2/3% of the outstanding
shares of Series B Preferred Stock (in addition to all other approvals required
by law).

         3.7     FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

         A.   In lieu of issuing fractional shares upon a conversion of Series B
Preferred Stock, the Corporation may (but unless otherwise required by
applicable law shall not be obligated to) pay cash equal to the fraction
multiplied by the then fair market value of a share of Common Stock, as
determined by the Board. Whether or not fractional shares would be issuable
upon such conversion shall be determined on the basis of the total number of
shares of Series B Preferred Stock the holder is at the time converting into
Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.

         B.   Upon the occurrence of each adjustment of the Series B
Conversion Price pursuant to this Section, the Corporation, at its expense,
shall promptly compute such adjustment in accordance with the terms hereof and
prepare and furnish to each holder of shares of Series B Preferred Stock a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based.

         3.8  NOTICES OF RECORD DATE. In the event of any taking by the
Corporation of a record of its stockholders for the purpose of determining
stockholders who are entitled to approve or disapprove of any consolidation or
merger to which the Corporation is a party or who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of any class or any other securities
or property, or to receive any other right, the Corporation shall mail to each
holder of shares of Series B 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, right, merger or
consolidation and the amount, character and terms of such dividend,
distribution, right, merger or consolidation.

         3.9  RESERVATION OF COMMON STOCK ISSUABLE UPON CONVERSION. The
Corporation 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 Series B 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 B 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 B
Preferred Stock, the Corporation shall 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. Before taking any action which would cause an adjustment
reducing the Series B Conversion Price below the par value (if any) of the
shares of Common Stock deliverable upon conversion of the shares of Series B
Preferred Stock, the Corporation shall take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Corporation may
validly and legally issue fully paid and non-assessable shares of Common Stock
at such adjusted Series B Conversion Price.





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         3.10    TRANSFER TAXES, ETC. The Corporation shall pay any and all
documentary stamp, issue or transfer taxes, and any similar taxes payable in
respect of the issue or delivery of shares of Common Stock upon conversions of
shares of Series B Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the holder of the shares of Series B
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

         3.11    NOTICES. Any notice required by the provisions of this Section
to be given to the holders of shares of Series B Preferred Stock shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, registered or certified, and addressed to each holder of record at the
address of such holder appearing on the stock transfer books of the
Corporation.

         3.12    TREASURY SHARES. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation, and the disposition by the Corporation of any
such shares shall be considered an issue or sale of Common Stock for purposes
of this SECTION 3 and SECTION 4.

SECTION 4.       VOTING RIGHTS

         4.1     GENERAL. Except as provided in SECTION 4.2 and elsewhere in
this Certificate of Designation, in the Certificate of Incorporation of the
Corporation, or in one or more other Certificates of Designations of the
Corporation, and except as otherwise required by law, the holders of the Series
B Preferred Stock shall have no voting rights.

         4.2.    PROTECTIVE PROVISIONS. Beginning as of the date shares of
Series B Preferred Stock are first issued and outstanding, for so long as there
remain issued and outstanding any shares of Series B Preferred Stock, the
Corporation shall not, without the affirmative vote or consent of holders
representing at least 66-2/3% of the outstanding shares of Series B Preferred
Stock voting together as a single class, and in addition to any vote otherwise
required by the Law:

         A.      Amend, alter or repeal the rights, preferences, privileges, or
restrictions of such Series B Preferred Stock or effect any reclassification of
the Series B Preferred Stock.

         B.      Amend, alter or repeal any provision of, or add any provision
to, the Certificate of Incorporation or By-laws of the Corporation if such
change could reasonably be expected to adversely affect the holders of the
Series B Preferred Stock in any respect, provided the immediately foregoing
shall not prohibit the adoption and filing of one or more additional
Certificates of Designations for Preferred Stock not otherwise prohibited by
SECTION 4.2.C.

         C.      Create, authorize, issue or sell (including but not limited to
by way of reclassification or in connection with the creation of any
convertible indebtedness) any shares of any other class or series of shares
(other than the Series A Preferred Stock) providing for (i) dividends or other
distributions on a preferred basis to the Series B Preferred Stock, (ii)
redemption rights or (iii) liquidation privileges senior to, or on a parity
with, the Series B Preferred Stock, or senior to the Common Stock in excess of
the sum of the original purchase price thereof plus accrued dividends.





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SECTION 5.   REDEMPTION

         5.1     On or after the Effective Date, the Corporation, at the option
of the Board, may redeem all or any of the shares of Series B Preferred Stock
then outstanding, upon notice duly given as hereinafter provided, by paying in
cash for each share of Series B Preferred Stock so redeemed an amount equal to
the Series B Liquidation Preference.

         5.2     Notice of each redemption of shares of Series B Preferred
Stock shall be given by mailing such notice not less than 30 nor more than 50
days before the date fixed for such redemption to each holder of record of
shares of Series B Preferred Stock to be so redeemed, and shall be deemed
sufficiently given if the Corporation shall cause a copy thereof to be mailed
to such holders of record at their respective addresses, as the same shall
appear on the books of the Corporation, by mail, postage prepaid, registered or
certified; provided, however, that neither the failure to mail such notice nor
the existence of any defect in the notice to one or more of such holders shall
affect the validity of such redemption as to the holders to whom proper notice
was mailed.

         If any such notice of redemption shall have been duly given and if, on
or before the redemption date specified therein, all funds necessary for such
redemption shall be irrevocably deposited or set aside and continue to be
available for payment on or after the redemption date upon surrender of the
certificates for the shares of the Series B Preferred Stock so called for
redemption, then, notwithstanding that any certificate for shares so called for
redemption shall not have been surrendered to the Corporation for cancellation,
from and after the redemption date, all shares so called for redemption shall
no longer be deemed to be outstanding, and all rights with respect to such
shares shall forthwith cease and terminate, except only for the right for the
holders of the certificates therefore, upon surrender thereof, to receive the
Series B Liquidation Preference out of the funds so deposited, without
interest. Any interest accrued on such funds shall be paid to the Corporation
from time to time.

         5.3     On or before the date set for redemption in the notice sent to
the holders of the Series B Preferred Stock pursuant to SECTION 5.2 above, the
holder of such Series B Preferred Stock may, at such holder's option, exercise
the conversion rights contained in SECTION 3 herein. The written notice of
conversion required in SECTION 3.2 must be received in the office of the
Corporation prior to the redemption date set in the redemption notice mailed by
the Corporation pursuant to SECTION 5.2, in order to prevent the shares from
being redeemed pursuant to this SECTION 5.

SECTION 6.   REISSUANCES

         6.1     NO REISSUANCE OF SERIES B PREFERRED STOCK. No shares of Series
B Preferred Stock which have been converted into Common Stock or otherwise
cease to be outstanding shall be reissued by the Corporation; provided,
however, that each such share, after being retired and canceled, shall be
restored to the status of an authorized but unissued share of Preferred Stock
without designation as to series and may thereafter be issued as a share of
Preferred Stock not designated as Series B Preferred Stock.

         IN WITNESS WHEREOF, I have hereto set my hand this 1st day of April,
1997.

                                        TRISTAR CORPORATION


                                        By: /s/ Loren M. Eltiste 
                                           -------------------------------
                                               Loren Eltiste
                                               Vice President, 
                                               Chief Financial Officer





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                    CERTIFICATE OF DESIGNATION, PREFERENCES
                             AND RIGHTS OF SERIES A
                          CONVERTIBLE PREFERRED STOCK
                                       OF
                              TRISTAR CORPORATION

         TRISTAR CORPORATION (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Law"), does hereby certify:

         A.      The Certificate of Incorporation of the Corporation fixes the
total number of shares of all classes of capital stock which the Corporation
shall have the authority to issue at 31,000,000 shares, of which 1,000,000
shares shall be shares of Preferred Stock, par value $.05 per share ("Preferred
Stock"), and 30,000,000 shares shall be shares of Common Stock, par value $.01
per share ("Common Stock").

         B.      Pursuant to authority expressly conferred upon the Board of
Directors of the Corporation by the Certificate of Incorporation of the
Corporation, said Board of Directors (the "Board") has duly authorized and
adopted the following resolution providing for an issue of a series of the
Preferred Stock to be designated "Series A Convertible Preferred Stock":

         RESOLVED, that an issue of a series of the Preferred Stock of the
Corporation is hereby provided for, the designation of which shall be "Series A
Convertible Preferred Stock" (the "Series A Preferred Stock"). The number of
shares of Series A Preferred Stock shall be 666,529.

         FURTHER RESOLVED, that the preferences and relative participating,
optional and other special rights, and qualifications, limitations and
restrictions thereof, of the Series A Preferred Stock are hereby fixed as
follows:

SECTION 1.       DIVIDENDS

         1.1     The holders of shares of outstanding Series A Preferred Stock
shall be entitled to receive in any fiscal year, when and as declared by the
Board, out of assets of the Corporation legally available therefor,
distributions (as defined below) on a pro rata basis in cash at the annual rate
of $0.315 per share (subject to appropriate adjustment for stock splits, stock
combinations, stock dividends, reclassifications and similar other events
affecting the Series A Preferred Stock). Such distributions shall accrue from
day to day, whether or not earned or declared, and shall be cumulative from
December 11, 1996, and shall be payable quarterly or otherwise as the Board may
from time to time determine. Distributions may be declared and paid upon Common
Stock and other shares of the Corporation ranking junior to the Series A
Preferred Stock as to distributions in any fiscal year of the Corporation, only
if full cumulative distributions shall have been paid to or declared upon and
set apart for all shares of Series A Preferred Stock at such annual rate
through the date of distribution. With respect to distributions declared and
paid upon Common Stock, the Series A Preferred Stock shall also be entitled to
participate in and receive distributions on an "as-if-converted" basis. For
purposes of the distributions provided for by this SECTION 1, the Corporation's
Series B Convertible Preferred Stock, $.05 par value per share (the "Series B
Preferred Stock") shall be considered equal to, and not senior or junior to,
the Series A Preferred Stock and shall be entitled to distributions with the
Series A Preferred Stock in proportion to the relative amounts of dividends
accrued on the Series B Preferred Stock. Any holder of shares of Series A
Preferred Stock whose shares of Series A Preferred Stock are converted pursuant
to SECTION 3 hereof shall, upon such conversion, forfeit and cease to have any
claim to any accrued but unpaid dividends under this SECTION 1 with respect to
such converted shares.





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         1.2     For purposes of this SECTION 1, unless the context otherwise
requires, "distribution" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
Common Stock on Common Stock, or the purchase or redemption of shares of the
Corporation (other than redemptions, retirements, repurchases or acquisitions
of capital stock pursuant to terms approved by the Board from employees,
advisors, officers, directors and consultants of, and persons performing
services for, the Corporation or its subsidiaries upon termination of
employment or association) for cash or property, including any such transfer,
purchase or redemption by a subsidiary of the Corporation. Notwithstanding the
foregoing, the term "distribution" shall not be deemed to include any
distribution made in connection with any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary.

SECTION 2.       LIQUIDATION PREFERENCE

         2.1     LIQUIDATION. Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the holders of each share
of Series A Preferred Stock and Series B Preferred Stock, which, for purposes
of this SECTION 2, such Series B Preferred Stock shall be considered equal to,
and not senior or junior to the Series A Preferred Stock, shall be entitled,
before any distribution or payment is made upon any share of Common Stock or
any other class or series of the Corporation's capital stock ranking junior as
to liquidation rights to the Series A Preferred Stock (but after preferential
distributions or payments required to be made on any other securities of the
Corporation senior to the Series A Preferred Stock), to be paid with respect to
each share of Series A Preferred Stock outstanding, an amount per share equal
to the sum of $7.00 per share (subject to appropriate adjustment for stock
splits, stock combinations, stock dividends, reclassifications and similar
other events affecting the Series A Preferred Stock) plus any dividends on a
share of Series A Preferred Stock provided for by SECTION 1.1 hereof that are
accrued but are unpaid through the date of distribution to the holders of the
outstanding shares of Series A Preferred Stock in connection with such
liquidation, dissolution or winding up (the sum of such amounts payable with
respect to one share of Series A Preferred Stock being sometimes referred to as
the "Series A Liquidation Preference"). If upon a liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series A Preferred Stock (and all holders
of Series B Preferred Stock and any other preferred stock of the Corporation
ranking on parity with the Series A Preferred Stock in the event of a
liquidation, dissolution or winding up of the Corporation) shall be
insufficient to permit payments in full to the holders of Series A Preferred
Stock of the Series A Liquidation Preference, then all assets of the
Corporation available for distribution to stockholders after the Corporation
has made preferential distributions or payments required to be made on any
other securities of the Corporation senior to the Series A Preferred Stock
shall be distributed ratably, in accordance with the liquidation preference
rights of the Series A Preferred Stock and the Series B Preferred Stock, among
the holders of Series A Preferred Stock (and all holders of Series B Preferred
Stock and any other preferred stock of the Corporation ranking on parity with
the Series A Preferred Stock in the event of a liquidation, dissolution or
winding up of the Corporation).

         2.2     OTHER DISTRIBUTIONS. Upon any liquidation, dissolution or
winding up of the Corporation, immediately after the holders of Series A
Preferred Stock and any other series of Preferred Stock shall have been paid in
full, any preferred stock liquidation preferences (including the Series A
Liquidation Preference and the liquidation preference for the Series B
Preferred Stock) that they are respectively entitled to, the remaining assets
of the Corporation available for distribution shall be distributed to the
holders of Common Stock, the holders of the Series A Preferred Stock and the
Series B Preferred Stock in proportion to the number of shares of Common Stock
deemed to be held on an "as-if-converted" basis.





                                      -9-
<PAGE>   10
         2.3     TERMINATION OF SERIES A PREFERRED STOCK. In the event the
distributions provided for by this SECTION 2 are made to the holders of Series
A Preferred Stock upon any liquidation, dissolution or winding up of the
Corporation, the Series A Preferred Stock shall be retired and canceled and the
holders thereof shall cease to have any continuing interest in the Corporation
in their capacity as holders of Series A Preferred Stock.

         2.4     NOTICE. Written notice of any liquidation, dissolution or
winding up and any related distribution, stating the payment date and the place
where said payments shall be made, shall be given by mail, postage prepaid, or
by telecopy to non-U.S. residents, not less than 20 days prior to the payment
date stated therein, to the holders of Series A Preferred Stock, such notice to
be addressed to each such holder at its address as shown on the records of the
Corporation.

SECTION 3.       CONVERSION

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

         3.1     RIGHT TO CONVERT; AUTOMATIC CONVERSION

         A.      Subject to SECTION 3.3, each share of Series A Preferred Stock
shall be convertible at any time before a liquidating or redemption payment is
made to the holder of such Series A Preferred Stock pursuant to SECTION 2 or
SECTION 5 hereof, at the option of the holder thereof, at the office of the
Corporation or any transfer agent for such shares, into the number of fully
paid and nonassessable shares of Common Stock provided for below.

         B.      Each share of Series A Preferred Stock shall be convertible
into one fully paid and nonassessable share of Common Stock. The Series A
Conversion Price shall be $7.00 per share.

         3.2     MECHANICS OF CONVERSION. Before any holder of shares of Series
A Preferred Stock shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificates for the shares of Series A
Preferred Stock, duly endorsed, at the office of the Corporation or of any
transfer agent for such shares (or the holder shall notify the Corporation or
its transfer agent that such certificate has been lost, stolen or destroyed and
execute an agreement in form and substance reasonably satisfactory to the
Corporation to indemnify the Corporation for any loss incurred by the
Corporation in connection therewith), and shall give written notice to the
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 Common Stock are to be issued. (A holder of Series A
Preferred Stock may not effect a transfer of shares pursuant to conversion
unless all applicable restrictions on transfer are complied with.) The
Corporation shall, as soon as practicable, issue and deliver at such office to
such holder of shares of Series A Preferred Stock, or to the nominee or
nominees of such holder, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as provided above. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the certificate or certificates (or
the indemnification agreement referred to above) representing the shares of
Series A Preferred Stock being 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 as of such date. In case the number of shares of Series A
Preferred Stock represented by the certificate or certificates surrendered
exceeds the number of shares converted, the Corporation shall, upon such
conversion, execute and deliver to the holder, at the expense of the
Corporation, a new





                                      -10-
<PAGE>   11
certificate or certificates for the number of shares of Series A Preferred
Stock represented by the certificate or certificates surrendered which are not
to be converted.

         3.3     CONVERSION PRICE ADJUSTMENTS. The Series A Conversion Price
shall be subject to adjustment from time to time as follows:

         A.      "Effective Date" with respect to the Series A Preferred Stock
means the date on which the Certificate of Designation establishing the Series
A Preferred Stock (the "Certificate of Designation") is filed in the office of
the Secretary of State of Delaware.

         B.      In the event the Corporation should at any time or from time
to time after the Effective Date fix a record date for the effectuation of a
split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock 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 is fixed),
the Series A Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of each share shall be
increased in proportion to such increase of outstanding shares of Common Stock.

         C.      If the number of shares of Common Stock outstanding at any
time after the Effective Date is decreased by a combination of the outstanding
shares of Common Stock, then, as of the record date of such combination, the
Series A Conversion Price shall be appropriately increased so that the number
of shares of Common Stock issuable on conversion of each such share shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.

         3.4     OTHER DISTRIBUTIONS. In the event the Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in SECTION 3.3.B, then, in each
such case for the purpose of this SECTION 3.4, 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 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 Common Stock of the Corporation entitled to receive such
distribution.

         3.5     RECAPITALIZATION. If at any time or from time to time there
shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this SECTION 3), 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, such shares or other securities or property of the
Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section with respect to the rights of the holders of the Series A
Preferred Stock after the recapitalization to the end that the provisions of
this Section (including adjustments of the Series A Conversion Price then in
effect and the number of shares issuable upon conversion of shares of Series A
Preferred Stock) shall be applicable after that event as nearly equivalent as
may be practicable.





                                      -11-
<PAGE>   12
         3.6     NO IMPAIRMENT. The Corporation shall not, by amendment of its
Certificate 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 the
Corporation, but shall at all times in good faith assist in the carrying out of
all the provisions of this Section and in the taking of all such action as may
be necessary or appropriate in order to protect the Series A Conversion Rights
of the holders of the Series A Preferred Stock against impairment; provided
that in any event, any provisions of this Section may be amended with the
approval of holders representing not less than 66- 2/3% of the outstanding
shares of Series A Preferred Stock (in addition to all other approvals required
by law).

         3.7     FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

         A. In lieu of issuing fractional shares upon a conversion of Series A
Preferred Stock, the Corporation may (but unless otherwise required by
applicable law shall not be obligated to) pay cash equal to the fraction
multiplied by the then fair market value of a share of Common Stock, as
determined by the Board. Whether or not fractional shares would be 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
Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.

         B.      Upon the occurrence of each adjustment of the Series A
Conversion Price pursuant to this Section, the Corporation, at its expense,
shall promptly compute such adjustment in accordance with the terms hereof and
prepare and furnish to each holder of shares of Series A Preferred Stock a
certificate setting forth such adjustment and showing in detail the facts upon
which such adjustment is based.

         3.8     NOTICES OF RECORD DATE. In the event of any taking by the
Corporation of a record of its stockholders for the purpose of determining
stockholders who are entitled to approve or disapprove of any consolidation or
merger to which the Corporation is a party or who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of any class or any other securities
or property, or to receive any other right, the Corporation shall mail to each
holder of shares 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, right, merger or
consolidation and the amount, character and terms of such dividend,
distribution, right, merger or consolidation.

         3.9     RESERVATION OF COMMON STOCK ISSUABLE UPON CONVERSION. The
Corporation 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 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 Corporation shall 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. Before taking any action which would cause an adjustment
reducing the Series A Conversion Price below the par value (if any) of the
shares of Common Stock deliverable upon conversion of the shares of Series A
Preferred Stock, the Corporation shall take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Corporation may
validly and legally issue fully paid and non-assessable shares of Common Stock
at such adjusted Series A Conversion Price.





                                      -12-
<PAGE>   13
         3.10    TRANSFER TAXES, ETC. The Corporation shall pay any and all
documentary stamp, issue or transfer taxes, and any similar taxes payable in
respect of the issue or delivery of shares of Common Stock upon conversions of
shares of Series A Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the holder of the shares of Series A
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

         3.11    NOTICES. Any notice required by the provisions of this Section
to be given to the holders of shares of Series A Preferred Stock shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, registered or certified, and addressed to each holder of record at the
address of such holder appearing on the stock transfer books of the
Corporation.

         3.12    TREASURY SHARES. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation, and the disposition by the Corporation of any
such shares shall be considered an issue or sale of Common Stock for purposes
of this SECTION 3 and SECTION 4.

SECTION 4.       VOTING RIGHTS

         4.1     GENERAL. Except as provided in SECTION 4.2 and elsewhere in
this Certificate of Designation, in the Certificate of Incorporation of the
Corporation, or in one or more other Certificates of Designations of the
Corporation, and except as otherwise required by law, the holders of the Series
A Preferred Stock shall have no voting rights.

         4.2.    PROTECTIVE PROVISIONS. Beginning as of the date shares of
Series A Preferred Stock are first issued and outstanding, for so long as there
remain issued and outstanding any shares of Series A Preferred Stock, the
Corporation shall not, without the affirmative vote or consent of holders
representing at least 66-2/3% of the outstanding shares of Series A Preferred
Stock voting together as a single class, and in addition to any vote otherwise
required by the Law:

         A.      Amend, alter or repeal the rights, preferences, privileges, or
restrictions of such Series A Preferred Stock or effect any reclassification of
the Series A Preferred Stock.

         B.      Amend, alter or repeal any provision of, or add any provision
to, the Certificate of Incorporation or By-laws of the Corporation if such
change could reasonably be expected to adversely affect the holders of the
Series A Preferred Stock in any respect, provided the immediately foregoing
shall not prohibit the adoption and filing of one or more additional
Certificates of Designations for Preferred Stock not otherwise prohibited by
SECTION 4.2.C.

         C.      Create, authorize, issue or sell (including but not limited to
by way of reclassification or in connection with the creation of any
convertible indebtedness) any shares of any other class or series of shares
(other than the Series B Preferred Stock) providing for (i) dividends or other
distributions on a preferred basis to the Series A Preferred Stock, (ii)
redemption rights or (iii) liquidation privileges senior to, or on a parity
with, the Series A Preferred Stock, or senior to the Common Stock in excess of
the sum of the original purchase price thereof plus accrued dividends.





                                      -13-
<PAGE>   14
SECTION 5.        REDEMPTION

         5.1     On or after the Effective Date, the Corporation, at the option
of the Board, may redeem all or any of the shares of Series A Preferred Stock
then outstanding, upon notice duly given as hereinafter provided, by paying in
cash for each share of Series A Preferred Stock so redeemed an amount equal to
the Series A Liquidation Preference.

         5.2     Notice of each redemption of shares of Series A Preferred
Stock shall be given by mailing such notice not less than 30 nor more than 50
days before the date fixed for such redemption to each holder of record of
shares of Series A Preferred Stock to be so redeemed, and shall be deemed
sufficiently given if the Corporation shall cause a copy thereof to be mailed
to such holders of record at their respective addresses, as the same shall
appear on the books of the Corporation, by mail, postage prepaid, registered or
certified; provided, however, that neither the failure to mail such notice nor
the existence of any defect in the notice to one or more of such holders shall
affect the validity of such redemption as to the holders to whom proper notice
was mailed.

         If any such notice of redemption shall have been duly given and if, on
or before the redemption date specified therein, all funds necessary for such
redemption shall be irrevocably deposited or set aside and continue to be
available for payment on or after the redemption date upon surrender of the
certificates for the shares of the Series A Preferred Stock so called for
redemption, then, notwithstanding that any certificate for shares so called for
redemption shall not have been surrendered to the Corporation for cancellation,
from and after the redemption date, all shares so called for redemption shall
no longer be deemed to be outstanding, and all rights with respect to such
shares shall forthwith cease and terminate, except only for the right for the
holders of the certificates therefore, upon surrender thereof, to receive the
Series A Liquidation Preference out of the funds so deposited, without
interest. Any interest accrued on such funds shall be paid to the Corporation
from time to time.

         5.3     On or before the date set for redemption in the notice sent to
the holders of the Series A Preferred Stock pursuant to SECTION 5.2 above, the
holder of such Series A Preferred Stock may, at such holder's option, exercise
the conversion rights contained in SECTION 3 herein. The written notice of
conversion required in SECTION 3.2 must be received in the office of the
Corporation prior to the redemption date set in the redemption notice mailed by
the Corporation pursuant to SECTION 5.2, in order to prevent the shares from
being redeemed pursuant to this SECTION 5.

SECTION 6.        REISSUANCES

         6.1     NO REISSUANCE OF SERIES A PREFERRED STOCK. No shares of Series
A Preferred Stock which have been converted into Common Stock or otherwise
cease to be outstanding shall be reissued by the Corporation; provided,
however, that each such share, after being retired and canceled, shall be
restored to the status of an authorized but unissued share of Preferred Stock
without designation as to series and may thereafter be issued as a share of
Preferred Stock not designated as Series A Preferred Stock.

         IN WITNESS WHEREOF, I have hereto set my hand this 1st day of April,
1997.

                                        TRISTAR CORPORATION


                                        By: /s/ Loren M. Eltiste 
                                           -------------------------------
                                               Loren Eltiste
                                               Vice President, 
                                               Chief Financial Officer




                                      -14-
<PAGE>   15
                             CERTIFICATE OF MERGER

                                       OF

                            EUROSTAR PERFUMES, INC.
                             (a Texas corporation)

                                      INTO

                              TRISTAR CORPORATION
                            (a Delaware corporation)


                       Pursuant to Section 252(c) of the
                   State of Delaware General Corporation Law


         TRISTAR CORPORATION, a Delaware corporation, hereby certifies as
follows:

                 FIRST: The names of the constituent corporations to the merger
are TRISTAR CORPORATION, whose State of incorporation is Delaware, and Eurostar
Perfumes, Inc., whose State of incorporation is Texas.

                 SECOND: An Agreement and Plan of Merger has been approved,
adopted, certified, executed and acknowledged by each constituent corporation
in accordance with Section 252 of the General Corporation Law of the State of
Delaware.

                 THIRD: TRISTAR CORPORATION shall be the surviving corporation.

                 FOURTH: The Certificate of Incorporation of the surviving
corporation shall be its Certificate of Incorporation, except that paragraph IV
of the Certificate of Incorporation of TRISTAR CORPORATION, as the surviving
corporation, which sets forth the authorized capital stock of TRISTAR
CORPORATION, is hereby amended to read in its entirety as follows:


                                  ARTICLE IV

                                 CAPITAL STOCK

                 Section 1. Classes and Shares Authorized. The authorized
         capital stock of the Corporation shall consist of 30,000,000 shares of
         Common Stock, $.01 par value per share (hereinafter referred to as
         either the "Common Shares" or "Common Stock") and 1,000,000 shares of
         Preferred Stock, $.05 par value per share (hereinafter referred to as
         either the "Preferred Shares" or "Preferred Stock").

                 Section 2. Preferred Stock. The shares of Preferred Stock
         shall be issuable from time to time in one or more series, with
         respect to each of which series the Board of Directors shall be
         authorized, without further approval from the shareholders of the
         Corporation, to fix:

                 (a) the designation of the series;





                                      -15-
<PAGE>   16
                 (b) the number of shares of each series, which number the
         Board of Directors may increase or decrease (but not below the number
         of shares thereof then outstanding);

                 (c) the annual dividend rate of the series;

                 (d) the dates at which dividends, if declared, shall be
         payable, and the dates from which the dividends shall be cumulative;

                 (e) the redemption rights, if any, for shares of the series;

                 (f) the terms and amount of any sinking fund provided for the
         purchase or redemption of shares of the series;

                 (g) the amounts payable on shares of the series in the event
         of any voluntary or involuntary liquidation, dissolution or winding up
         of the affairs of the Corporation;

                 (h) whether the shares of the series shall be convertible into
         Common Stock or other securities, and, if so, the conversion price or
         prices, any adjustments thereof, and all other terms and conditions
         upon which such conversion may be made;

                 (i) restrictions on the issuance of the shares of the same
         series or of any other class or series; and

                 (j) the voting rights, if any, exercisable by the holders of
         the shares of such series. Shareholders shall have no preemptive
         rights."

                 FIFTH: The executed Agreement and Plan of Merger is on file at
the principal place of business of the surviving corporation; the address of
said principal place of business is as follows:

                 TRISTAR CORPORATION
                 12500 San Pedro Avenue, Suite 500
                 San Antonio, Texas 78216
                 Attn: Secretary

                 SIXTH: A copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, TRISTAR CORPORATION, on request and
without cost, to any stockholder of any constituent corporation.

                 SEVENTH: The authorized capital stock of the non-surviving
corporation, which is incorporated under the laws of the State of Texas, is
1,000,000 shares of Common Stock, $.001 par value.

                 EIGHTH: This Certificate of Merger shall become effective at
11:59 P.M. Central Daylight Savings Time on August 31, 1995.





                                      -16-
<PAGE>   17
                 IN WITNESS WHEREOF, this certificate is hereby executed 30th
day of August, 1995.

                                          TRISTAR CORPORATION



                                          By: /s/ Viren S. Sheth 
                                             ------------------------------
                                                  Viren S. Sheth,
                                                  President and Chief 
                                                  Executive Officer


ATTEST:



/s/ Loren M. Eltiste                                                
----------------------------
Loren M. Eltiste,
Assistant Secretary





                                      -17-
<PAGE>   18
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

         Ross Cosmetics Distribution Centers, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware.

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted the following resolution proposing and declaring advisable
an amendment to the certificate of Incorporation of said corporation:

                 RESOLVED, that the Board recommends to the shareholders of the
         Company that, at the Annual Meeting of the Company, they approve the
         amendment to the Company's Certificate of Incorporation changing the
         Company's corporate name to TRISTAR CORPORATION;

         SECOND: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 of the General Corporation Law
of Delaware.

         THIRD: Accordingly, Article I of the Company's Certificate of
Incorporation is hereby amended to read as follows:

         "The name of the corporation is TRISTAR CORPORATION."

         IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Richard P. Rifenburgh, its Chairman of the Board of Directors, and
attested by James M. Shoemaker, Jr., its Secretary, this 16th day of March,
1993.


                                       Ross Cosmetics Distribution Centers, Inc.

                                       By /s/ Richard P. Rifenburgh 
                                         ---------------------------------------
                                              Richard P. Rifenburgh 
                                              Chairman of the Board of Directors


ATTEST:

By /s/ James M. Shoemaker, Jr.                                               
  -------------------------------
       James M. Shoemaker, Jr.
       Secretary





                                      -18-
<PAGE>   19
                      CERTIFICATE OF OWNERSHIP AND MERGER
                              (ARTICLES OF MERGER)
                                    MERGING
                 ROSS COSMETICS DISTRIBUTION CENTER S.W., INC.,
                              A TEXAS CORPORATION
                                      INTO
                   ROSS COSMETICS DISTRIBUTION CENTERS, INC.
                             A DELAWARE CORPORATION


Pursuant to Section 253 of the General Corporation Law of the State of Delaware
and Article 5.16 of the Texas Business Corporation Act.

         Ross Cosmetics Distribution Centers, Inc. (hereinafter referred to as
the "Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Delaware GCL"), does hereby
certify that:

         1.      The Corporation was incorporated on June 5, 1987, pursuant to
the Delaware GCL and is existing under such Law. The address of the
Corporation's registered office in Delaware is 32 Loockerman Square, Suite
L-100, Dover, Delaware 19901.

         2.      Ross Cosmetics Distribution Center S.W., Inc. ("RCDCSW") was
incorporated on May 10, 1985, pursuant to the Texas Business Corporation Act
and is existing under such Law.

         3.      RCDCSW has only one class of shares outstanding (Common Stock
$.001 par value per share) and the number of outstanding shares of RCDCSW
Common Stock is 1,000, all of which is owned by the Corporation.

         4.      The Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 25th day of January 1993, determined to merge
into itself RCDCSW on the conditions set forth in such resolutions.

                 WHEREAS the Corporation lawfully owns all the outstanding
         stock of RCDCSW, a corporation organized and existing under the laws
         of Texas; and

                 WHEREAS the Corporation desires to merge into itself RCDCSW,
         and to be processed of all the estate, property, rights, privileges
         and franchises of said corporation.

                 NOW, THEREFORE, BE IT RESOLVED, that the Corporation merge
         into itself, and it does hereby merge into itself RCDCSW and assumes
         all of its liabilities and obligations, and

                 FURTHER RESOLVED, that the president or a vice-president, and
         the secretary or treasurer of the Corporation be and they hereby are
         directed to make and execute, under the corporate seal of the
         Corporation, a certificate of ownership setting forth a copy of the
         resolution, to merge RCDCSW and assume its liabilities and
         obligations, and the date of adoption thereof, and to file the same in
         the offices of the Secretary of the State of Delaware and Texas, and a
         certified copy thereof in the office of the Recorder of Deeds in Kent
         County, Delaware, and in such other places as may be proper; and

                 FURTHER RESOLVED, that the officers of the Corporation be and
         they hereby are authorized and directed to do all acts and things
         whatsoever, whether within or





                                      -19-
<PAGE>   20
         without the State of Delaware and Texas, which may be in any way
         necessary or proper to effect said merge.

         IN WITNESS WHEREOF, the authorized officers of the below named
corporations have herewith set their hands and seals this 25th day of January
1993.

                                        ROSS COSMETICS DISTRIBUTION CENTERS,
                                        INC.  
ATTEST:

 /s/ James M. Shoemaker, Jr.               By: /s/ Richard P. Rifenburgh
------------------------------                -------------------------------
Secretary                                  Title: Chairman



                                        ROSS COSMETICS DISTRIBUTION CENTER
                                        S.W., INC.  
ATTEST:

 /s/James M. Shoemaker, Jr.                By: /s/ Eugene H. Karam
------------------------------                -------------------------------
Secretary                                  Title: President





                                      -20-
<PAGE>   21
                   Certificate of Restoration and Revival of
                          Certificate of Incorporation
                                       of
                   Ross Cosmetics Distribution Centers, Inc.

It is hereby certified that:

         1.      The name of the corporation (hereinafter called the
         "corporation") is Ross Cosmetic Distribution Centers, Inc.

         2.      The corporation was organized under the provisions of the
         General Corporation Law of the State of Delaware. The date of filing
         of its original certificate of incorporation with the Secretary of
         State of the State of Delaware is June 5, 1987.

         3.      The address, including the street, city, and county, of the
         registered office of the corporation in the State of Delaware and the
         name of the registered agent at such address as follows: The
         Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite
         L-100, Dover, Delaware 19901, County of Kent.

         4.      The corporation hereby procures a restoration and revival of
         its certificate of incorporation, which became inoperative by law on
         March 1, 1991 for failure to file annual reports and non-payment of
         taxes payable to the State of Delaware.

         5.      The certificate of incorporation of the corporation, which
         provides for and will continue to provide for, perpetual duration,
         shall, upon the filing of this Certificate of Restoration and Revival
         of the Certificate of Incorporation in the Department of State of the
         State of Delaware, be restored and revived and shall become fully
         operative on February 28, 1991.

         6.      This Certificate of Restoration and Revival of the Certificate
         of Incorporation is filed by authority of the duly elected directors
         and prescribed by Section 312 of the General Corporation Law of the
         State of Delaware.

Signed and attested to on April 8, 1991.

                                                       /s/ Eugene H. Karam
                                                       -----------------------
                                                       Vice President


Attest:

/s/ Michael E. Emery
----------------------------
Assistant Secretary





                                      -21-
<PAGE>   22
                   REGISTERED OFFICE AND OF REGISTERED AGENT

            PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE

TO:      DEPARTMENT OF STATE
         Division of Corporations
         Townsend Building
         Federal Street
         Dover, Delaware 19903

         Pursuant to the provisions of Section 134 of Title 8 of the Delaware
Code, the undersigned Agent for service of process, in order to change the
address of the registered office of the corporations for which it is registered
agent, hereby certifies that:

         1.      The name of the agent is Corporate Filing Service, Inc.

         2.      The address of the old registered office was 229 South State
Street, Kent County, Delaware 19901.  

         3.      The address to which the registered office is to be changed is
32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19901. The new
address will be effective on October 27, 1989.  

         4.      The names of the corporations represented by said agent are 
set forth on the list annexed to this certificate and made a part hereof by 
reference.

         IN WITNESS WHEREOF, said agent has caused this certificate to be
signed on its behalf by its Vice President and Assistant Secretary this 10th
day of October 1989.

                                          CORPORATE FILING SERVICE, INC.



                                          /s/ Alan E. Spiewak
                                          -------------------------------
                                          Alan Spiewak, Vice President


ATTEST:

/s/ Richard L. Kushay
--------------------------
Richard L. Kushay, 
Assistant Secretary





                                      -22-
<PAGE>   23
                                  Certificate

                       for Renewal and Revival of Charter


Ross Cosmetics Distribution Centers, Inc., a corporation organized under the
laws of Delaware, the charter of which was voided for non-payment of taxes, now
desires to procure a restoration, renewal and revival of its charter, and
hereby certifies as follow:

         1.      The name of this corporation is Ross Cosmetics Distribution 
Centers, Inc.

         2.      Its registered office in the State of Delaware is located at
229 South State Street, City of Dover, Zip Code 19901, County of Dover, the
name and address of its registered agent is Corporate Filing Services, Inc.
(#9007630).

         3.      The date of filing of the original Certificate of
Incorporation in Delaware was June 5, 1987.

         4.      The date when restoration, renewal, and revival of the charter
of this company is to commence is the 28th day of February, same being prior to
the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.

         5.      This corporation was duly organized and carried on the
business authorized by its charter until the 1st day of March, 1989 A.D. 19___
at which time its charter became inoperative and void for non-payment of taxes
and this certificate for renewal and revival is filed by authority of the duly
elected directors of the corporation in accordance with the laws of the State
of Delaware.

         IN TESTIMONY WHEREOF, and in compliance with the provisions of Section
312 of the General Corporation Law of the State of Delaware, as amended,
providing for the renewal, extension and restoration of charters, Ross A.
Freitas the last and acting President, and Carolyn S. Kenner, the last and
acting Secretary of Ross Cosmetics Distribution Centers, Inc., have hereunto
set their hands to this certificate this 28th day of May, 1989.


                                        /s/ Ross A. Freitas 
                                        ---------------------------------
                                        Last and Acting President

                   ATTEST:


                                        /s/ Carolyn S. Kenner 
                                        ---------------------------------
                                        Last and Acting Secretary





                                      -23-
<PAGE>   24
                      CERTIFICATE OF CHANGE OF ADDRESS OF

                   REGISTERED OFFICE AND OF REGISTERED AGENT

            PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE


TO:      DEPARTMENT OF STATE
         Division of Corporations
         Townsend Building
         Federal Street
         Dover, Delaware 19903

         Pursuant to the provisions of Section 134 of Title 8 of the Delaware
Code, the undersigned Agent for service of process, in order to change the
address of the registered office of the corporations for which it is registered
agent, hereby certifies that:

         1.      The name of the agent is CORPORATE FILING SERVICE, INC.

         2.      The address of the old registered office was 410 South State
Street, Dover, Delaware 19901.  

         3.      The address to which the registered office is to be changed is
229 South State Street, Dover, Delaware 19901. The new address will be 
effective on September 1, 1987.

         4.      The names of the corporations represented by said agent are
set forth on the list annexed to this certificate and made a part hereof by
reference.

         IN WITNESS WHEREOF, said agent has caused this certificate to be
signed on its behalf by its Vice President and Secretary this 27th day of
September 1987.

                                           CORPORATE FILING SERVICE, INC.



                                           /s/ 
                                           ------------------------------
ATTEST:

/s/                                                
-----------------------------
Secretary





                                      -24-
<PAGE>   25
                             CERTIFICATE OF MERGER

                                       OF

                   ROSS COSMETICS DISTRIBUTION CENTERS, INC.

                            (a New York Corporation)

                                      INTO

                   ROSS COSMETICS DISTRIBUTION CENTERS, INC.

                            (a Delaware Corporation)

               Under Section 252 of the Business Corporation Law

                          of the State of Delaware

         The undersigned, Ross Freitas, being the President of Ross Cosmetics
Distribution Centers, Inc., a domestic corporation duly organized and existing
under and by virtue of the laws of the State of Delaware and being, the
President of Ross Cosmetics Distribution Centers, Inc., a foreign corporation
duly organized and existing by virtue of the laws of the State of New York, do
hereby certify that:

         1.      The name of each constituent corporation is as follows: (i)
Ross Cosmetics Distribution Centers, Inc.  (hereinafter "RCDC"), (a New York
corporation); and (ii) Ross Cosmetics Distribution Centers, Inc. (the
"Surviving Corporation"), (a Delaware corporation).

         2.      The Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Section 252.

         3.      The name of the surviving corporation is Ross Cosmetics
Distribution Centers, Inc., a Delaware corporation.

         4.      An Agreement of Merger has been adopted by the Board of
Directors of the Surviving Corporation and thereafter was duly ratified by
shareholders of the Surviving Corporation in accordance with Section 252 of the
Delaware Corporation Law.

         5.      The authorized capital stock of RCDC is 10,000,000 shares of
Common Stock.





                                      -25-
<PAGE>   26
         6.      The designation and number of outstanding shares of RCDC
entitled to vote on the merger is 2,144,231 shares of Common Stock, $.01 par
value per share.

         7.      The merger of RCDC and the Surviving Corporation into the
Surviving Corporation was authorized by RCDC at a meeting of shareholders by a
vote of the holders of a minimum of sixty-seven (67%) per cent of all
outstanding shares of RCDC entitled to vote thereon pursuant to New York
Business Corporation Law and Delaware Corporation Law.

         8.      An executed copy of the Agreement of Merger is on file at the
principal place of business of the Surviving Corporation at 135 Canal Street,
Staten Island, New York 10304, and shall be furnished to any stockholder of a
constituent corporation requesting such without cost.

         9.      The Certificate of Incorporation of the constituent Delaware
corporation shall be the Certificate of Incorporation of the Surviving
Corporation and shall not be amended or changed.





                                      -26-
<PAGE>   27
         IN WITNESS WHEREOF, I have executed and subscribed this Certificate of
Merger and do affirm the foregoing statements made herein are true under the
penalties of perjury this 17th day of September, 1987.

                                            ROSS COSMETICS DISTRIBUTION CENTERS,
                                            INC., (a New York Corporation)
ATTEST:

By: /s/ Carolyn Safer Kenner                By: /s/ Ross Freitas 
   ----------------------------                ----------------------------
   CAROLYN SAFER KENNER,                       ROSS FREITAS, President 
   Secretary



                                            ROSS COSMETICS DISTRIBUTION CENTERS,
                                            INC., (a Delaware Corporation)

ATTEST:

By: /s/ Carolyn Safer Kenner                By: /s/ Ross Freitas 
   ----------------------------                ----------------------------
   CAROLYN SAFER KENNER,                       ROSS FREITAS, President 
   Secretary



                                      -27-
<PAGE>   28
                          CERTIFICATE OF INCORPORATION

                                       OF

                   ROSS COSMETICS DISTRIBUTION CENTERS, INC.

                         * * * * * * * * * * * * * * *

                                   ARTICLE I

                                      NAME

         The name of the corporation is Ross Cosmetics Distribution Centers,
Inc.

                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The registered office of the Corporation in the State of Delaware is
located at 410 South State Street in the City of Dover, County of Kent. The
name of its registered agent at that address is Corporate Filing Services, Inc.

                                  ARTICLE III

                                    PURPOSE

                 The conduct, carry on and engage in the wholesale distribution
         of cosmetic products, perfumes, colognes, beauty aids and health care
         products; and in connection therewith to manufacture, buy, sell, job,
         import, export and otherwise deal in and with cosmetics, chemicals and
         pharmaceutical products, lipsticks, rouges, powders, soaps, colognes,
         perfumes, toilet waters, hair bleaches, henna, hair rinses and washes,
         hair dressings, lotions, fresheners, shadow and eyebrow pencils,
         massage creams, cold cream, vanishing cream, balms, ointments, drugs,
         medicines, pharmaceutical and chemical products, preparations and
         compounds, sanitary and hygienic goods and products nail polishes,
         bleaches, cuticle removers, baby oils, deodorants, depilatories, witch
         hazel, rubbing alcohol, astringents, dentifrices, mouth washes,
         gargles, shaving creams, shaving stocks, shaving soaps, mineral oils,
         smelling salts, tooth brushes, combs, brushes, vanities, nail files,
         cuticle scissors, paper towels and tissues, jars, bottles, tubes,
         perfume bases, oils, extracts, flavors and other cosmetics, perfumes,
         toilet preparations, beauty preparations, chemicals and
         pharmaceuticals of every kind and description; and all products,
         by-products, materials, supplies, machinery, tools, packaging
         materials, applicators and devices used or useful in connection with
         or resulting from the manufacture, sale, marketing, distribution or
         use thereof.

                 To purchase, lease, copyright, produce, construct and
         otherwise acquire, and to use, operate, repair, maintain, develop and
         improve and to sell, trade, exchange, rent, lease, create security
         interests in and otherwise dispose of any and all materials,
         facilities, appliances, articles, products, equipment or supplies
         proper for or adapted to be used in connection with or incidental to
         the business and affairs of the corporation as the same pertain to the
         conduct and operation of the corporation's principal or ancillary
         business activities and to do any and





                                      -28-
<PAGE>   29
         all things incidental thereto, or necessary to expedient or proper to
         be done in connection with the matters set out herein.

                 To take, buy, sell, exchange, rent, lease, sublease or
         otherwise acquire, and to erect, construct, maintain, improve,
         rebuild, enlarge, alter, manage, control, develop, assign, transfer,
         convey, pledge, alienate or otherwise dispose and to mortgage or
         otherwise encumber, and to generally deal in real and personal
         property wherever situated, either directly or through ownership of
         shares in any corporation, and to acquire, buy, hold, sell, assign,
         transfer, mortgage, pledge, exchange or otherwise encumber of dispose
         of the securities of any corporation, domestic or foreign, including
         but not limited to shares, scrip, bonds, notes, evidences of
         indebtedness, debentures, commercial paper, whether such corporation
         be public or private, and to do any other lawful acts necessary,
         incidental or proper thereto, not prohibited by law, and while the
         holder of any securities, to exercise all rights and privileges of
         ownership, and to collect all dividends, and interest payable thereon,
         and to do all things not prohibited by law, to protest, conserve, or
         increase the value of all property and of all securities held by it.

                 To have as part of the corporate purposes, all of the powers
         conferred upon corporations organized under the General Corporation
         Law subject to any limitations thereof contained in the Certificates
         of Incorporation or in the laws of the State of Delaware.

                                   ARTICLE IV

                                 CAPITAL STOCK

         Section 1. Classes and Shares Authorized. The authorized capital stock
of the Corporation shall consist of 10,000,000 shares of Common Stock, $.01 par
value per share (hereinafter referred to as either the "Common Shares" or
"Common Stock") and 1,000,000 shares of Preferred Stock, $.05 par value per
share (hereinafter referred to as either the "Preferred Shares" or "Preferred
Stock").

         Section 2. Preferred Stock. The shares of Preferred Stock shall be
issuable from time to time in one or more series, with respect to each of which
series the Board of Directors shall be authorized, without further approval
from the shareholders of the Corporation, to fix:

                 (a)      the designation of the series;

                 (b)      the number of shares of each series, which number the
         Board of Directors may increase or decrease (but not below the number
         of shares thereof then outstanding);

                 (c)      the annual dividend rate of the series;

                 (d)      the dates at which dividends, if declared, shall be
         payable, and the dates from which the dividends shall be cumulative;

                 (e)      the redemption rights, if any, for shares of the
         series;

                 (f)      the terms and amount of any sinking fund provided for
         the purchase or redemption of shares of the series;





                                      -29-
<PAGE>   30
                 (g)      the amounts payable on shares of the series in the
         event of any voluntary or involuntary liquidation, dissolution or
         winding up of the affairs of the Corporation;

                 (h)      whether the shares of the series shall be convertible
         into Common Stock or other securities, and, if so, the conversion
         price or prices, any adjustments thereof, and all other terms and
         conditions upon which such conversion may be made;

                 (i)      restrictions on the issuance of the shares of the
         same series or of any other class or series; and

                 (j)      the voting rights, if any, exercisable by the holders
         of the shares of such series.  Shareholders shall have no pre-emptive
         rights.

                                   ARTICLE V

                               PRE-EMPTIVE RIGHTS

         Stockholders of the Corporation shall not have pre-emptive rights to
acquire unissued or treasury shares of the Corporation or securities
convertible into such shares of carrying a right to subscribe to or acquire
such shares.

                                   ARTICLE VI

                               PLACE OF BUSINESS

         Part or all of the business of the Corporation may be conducted in the
City of Dover, County of Kent, or any place in the State of Delaware or outside
of the State of Delaware, in other states or territories of the United States
and in foreign countries.

                                  ARTICLE VII

                               BOARD OF DIRECTORS

         Section 1. Board of Directors: Number. The governing board of the
Corporation shall be known as the Board of Directors, shall consist of a
minimum of three and a maximum of nine members, subject, however, to the number
being from time to time increased or decreased in such manner as shall be
provided in the By-laws of the Corporation, provided that the number of
directors shall not be reduced to less than three except that there need be
only as many directors as there are stockholders in the event that the
outstanding shares are held of record by fewer than three stockholders.

         Section 2. Classification of Directors. The Board of Directors may,
but need not be divided into three classes, Class 1, Class 2 and Class 3, each
class to be as nearly equal in number as possible. In the event the Corporation
elects to adopt a "staggered" Board, the term of office of Class 1 directors
shall expire at the first annual meeting of stockholders after their election,
that of Class 2 directors shall expire at the second annual meeting after their
election, and that of Class 3 directors shall expire at the third annual
meeting after their election. At each annual meeting after such classification,
the number of directors equal to the number of the class whose term expires at
the time of such meeting shall be elected to hold office until the third
succeeding annual meeting. No classification of directors shall be effective
prior to the first annual meeting of stockholders or at any time when the Board
of Directors consists of less than six members. Notwithstanding the foregoing,
and except as otherwise required by





                                      -30-
<PAGE>   31
law, whenever the holders of any one or more series of Preferred Stock shall
have the right, voting separately as a class, to elect one or more directors of
the Corporation, the terms of the director or directors elected by such holders
shall expire at the next succeeding annual meeting of stockholders.

         Section 3. Nomination of Directors. (a) Nominations for the election
of directors may be made by the Board of Directors, by a committee of the Board
of Directors or by any stockholder entitled to vote for the election of
directors. Nominatings by stockholders shall be made by notice, in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the Corporation not less than 14 days nor more than 50 days prior
to any meeting of the stockholders called for the election of directors;
provided, however, that if less than 21 days notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed, as prescribed,
to the Secretary of the Corporation not later than the close of the seventh day
following the day on which notice of the meeting was mailed to stockholders.

         (b)     Each notice under subsection (a) shall set forth: (i) the
name, age, business address and, if known, residence address after each nominee
proposed in such notice; (ii) the principal occupation or employment of each
such nominee, and (iii) the number of shares of stock of the Corporation which
are beneficially owned by each such nominee.

         (c)     The chairman of the stockholders' meeting may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

         Section 4. Certain Powers of the Board of Directors. In furtherance
and not in limitation of the powers conferred by statute, and subject to the
rights of the holders of the Corporation's Preferred Stock as specified in
Section 5 of Article IV, the Board of Directors is expressly authorized:

         (a)     to manage and govern the Corporation by majority vote of
members present at any regular or special meeting at which a quorum shall be
present, to make, alter, or amend the By-laws of the Corporation at any regular
or special meeting, to fix the amount to be reserved as working capital over
and above its capital stock paid in, to authorize and cause to be executed
mortgages and liens upon the real and personal property of this Corporation,
and to designate one or more of committees, each committee to consist of two or
more of the directors of the Corporation, which, to the extent provided in the
resolution or in the By-laws of the Corporation, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the Corporation (such committee or committees shall have such name
or names as may be stated in the By-laws of the Corporation or as may be
determined from time to time by resolution adopted by the Board of Directors);

         (b)     to sell, lease, exchange, or otherwise dispose of all of or
substantially all of the property and assets of the Corporation in the ordinary
course of its business upon such terms and conditions as the Board of Directors
may determine without vote or consent of the stockholders;

         (c)      to sell, pledge, lease, exchange, liquidate, or otherwise
dispose of all or substantially all the property or assets of the Corporation,
including its goodwill, if not in the ordinary course of its business, upon
such terms and conditions as the Board of Directors may determine; provided,
however, that such transaction is authorized or ratified by the affirmative
vote of the holders of at least a majority to the shares entitled to vote
thereon at a stockholders' meeting duly called for such purpose, or is
authorized or ratified by the written





                                      -31-
<PAGE>   32
consent of the holders of all of the shares entitled to vote thereon; and
provided, further, that any such transaction with any substantial stockholder
or affiliate of the corporation shall be authorized or ratified by the
affirmative vote of the holders of at least two-thirds of shares entitled to
vote thereon at a stockholders' meeting duly called for that purpose, unless
such transaction is with any subsidiary of the Corporation or is approved by
the affirmative vote of a majority of the continuing directors of the
Corporation, or is authorized or ratified by the written consent of the holders
of all the shares entitled to vote thereon;

         (d)     to merge, consolidate, or exchange all of the issued and
outstanding shares of one or more classes of the Corporation upon such terms
and conditions as the Board of Directors may authorize; provided, however, that
such merger, consolidation, or exchange is approved or ratified by the
affirmative vote of the holders of at least a majority of the shares entitled
to vote thereon at a stockholders' meeting duly called for that purpose, or is
authorized or ratified by the written consent of the holders of all of the
shares entitled to vote thereon; and provided, further, that any such merger,
consolidation or exchange with any substantial stockholder or affiliate of the
Corporation shall be authorized or ratified by the vote of the holders of at
least two-thirds of the shares entitled to vote thereon at a stockholders'
meeting duly called for that purpose, unless such merger, consolidation or
exchange is with any subsidiary of the Corporation or is approved by the
affirmative vote of a majority of the continuing directors of the Corporation,
or is authorized or ratified by the written consent of the holders of all the
shares entitled to vote thereon; and

         (e)     to distribute to the stockholders of the Corporation, without
the approval of the stockholders, in partial liquidation, out of stated capital
or capital surplus of the Corporation, a portion of its assets, in cash or in
property, so long as the partial liquidation is in compliance with the Delaware
General Corporation Law.

         (f)     as used in this Section 5, the following terms shall have the
following meanings:

                 (i)      an "affiliate" shall mean any person or entity which
is an affiliate within the meaning of Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended;

                 (ii)     a "continuing director" shall mean a director who was
elected before the substantial stockholder or affiliate of the Corporation
which is to be a party to a proposed transaction within the scope of
subsections (c) and (d) of this Section 5 became such a substantial stockholder
or affiliate of the Corporation, as the case may be, or is designated at or
prior to his first election or appointment to the Board of Directors by the
affirmative vote of a majority of the Board of Directors who are continuing
directors;

                 (iii)    a "subsidiary" shall mean any corporation in which
the Corporation owns the majority of each class of equity security; and

                 (iv)     a "subsidiary stockholder" shall mean any person or
entity which is the beneficial owner, within the meaning of Rule 13d-3 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, of 10% or more of the outstanding capital stock of the Corporation.

                                  ARTICLE VIII

                             CONFLICTS OF INTEREST

         Section 1. Related Party Transactions. No contract or other
transaction of the Corporation with any other person, firm or corporation, or
in which the corporation is





                                      -32-
<PAGE>   33
interested, shall be affected or invalidated by (a) the fact that any one or
more of the directors or officers of this Corporation is interested in or is a
director or officer of such other firm or corporation; or (b) the fact that any
director or officer of this Corporation, individually or jointly with others,
may be a party to or may be interested in any such contract or transaction, so
long as the contract or transaction is authorized, approved or ratified at a
meeting of the Board of Directors by sufficient vote thereon by directors not
interested therein, to which such fact of relationship or interest has been
disclosed, or the contract or transaction has been approved or ratified by vote
or written consent of the stockholders entitled to vote, to whom such fact of
relationship or interest has been disclosed, or so long as the contract or
transaction is fair and reasonable to the Corporation. Each person who may
become a director or officer of the Corporation is hereby relieved from any
liability that might otherwise arise by reason of his contracting with the
Corporation for the benefit of himself or any firm or corporation in which he
may be in any way interested.

         Section 2. Corporate Opportunities. The officers, directors and other
members of management of the Corporation shall be subject to the doctrine of
corporate opportunities only insofar as it applies to business opportunities in
which the Corporation has expressed an interested as determined from time to
time by resolution of the Board of Directors. When such areas of interest are
delineated, all such business opportunities within such areas of interest which
come to the attention of the officers, directors and other members of
management of the Corporation shall be disclosed promptly to the Corporation
and made available to it. The Board of Directors may reject any business
opportunity presented to it, and thereafter any officer, director, or other
member of management may avail himself of such opportunity. Until such time as
the Corporation, through its Board of Directors, has designated an area of
interest, the officers, directors, and other members of management of the
Corporation shall be free to engage in such areas of interest on their own and
the provisions hereof shall not limit the rights of any officer, director, or
other member of management of the Corporation to continue a business existing
prior to the time that such area of interest is designated by the Corporation.
This provision shall not be construed to release any employee of the
Corporation (other than an officer, director or member of management) from any
duties which such employee may have to the Corporation.

                                   ARTICLE IX

                                INDEMNIFICATION

         Section 1. Liability of Directors. No Director shall be personally
liable to the Corporation or any stockholder for monetary damages for breach of
fiduciary duty as a director, except for any matter is respect of which such
director shall be liable under Section 174 of Title 8 of the Delaware Code
(relating to the Delaware General Corporation Law) or any amendment thereto or
successor provision thereto as shall be liable for reason that, in addition to
any and all other requirements for such liability, he: (i) shall have breached
his duty of loyalty to the Corporation or its stockholders; (ii) shall not have
acted in good faith, or in failing to act, shall not have acted in good faith;
(iii) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law; or (iv) shall
have derived an improper personal benefit. Neither the amendment nor repeal of
this Article IX, nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article IX, shall eliminate or reduce the
effect of this Article IX in respect to any matter occurring, or any cause of
action, suit or claim that, but for this Article IX would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.

         Section 2. Insurance. The Board of Directors may exercise the
Corporation's power to purchase and maintain insurance on behalf of any person
who is or was a director, officer,





                                      -33-
<PAGE>   34
employee, fiduciary or agent of the Corporation, or is or was serving at the
request of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under this Article X.

         Section 3. Miscellaneous. The indemnification provided by this Article
X shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under these Articles of Incorporation, the
By-laws, agreements, vote of the stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee, fiduciary or agent
and shall inure to the benefit of the heirs and personal representatives of
such person.

                                   ARTICLE X

                          ARRANGEMENTS WITH CREDITORS

         Whenever a compromise or arrangement is proposed by the Corporation
between it and its creditors or any class of them, and/or between the
Corporation and its stockholders or any class of the, any court of equitable
jurisdiction may, on summary application by the Corporation, or by a majority
of its stockholders, or on the application of any receiver or receivers
appointed for the Corporation, or on the application of trustees in
dissolution, order a meeting of the creditors or class of creditors and/or of
the stockholders or class of stockholders of the Corporation, as the case may
be, to be notified in such manner as the court decides. If a majority in number
representing at least three-fourths in amount of the creditors or class or
creditors, and/or the holders of the majority of the stock or class of stock of
the Corporation, as the case may be, agree to any compromise or arrangement
and/or to any reorganization of the Corporation, as a consequence of such
compromise or arrangement and/or said reorganization shall, if sanctioned by
the court to which the application has been made, be binding upon all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.

                                  ARTICLE XII

                             SHAREHOLDERS' MEETINGS

         Stockholders' meetings may be held at such time and place as may be
stated or fixed in accordance with the By-laws. At all stockholders' meetings
one-third of all shares entitled to vote shall constitute a quorum.


                                  ARTICLE XII

                                   AMENDMENT

         These Articles of Incorporation may be amended by resolution of the
Board of Directors if no shares have been issued, and if shares have been
issued, by the affirmative vote of the holders of at least a majority of the
shares entitled to vote thereon at a meeting duly called for that purpose, or,
when authorized, when such action is ratified by the written consent of all the
stockholders entitled to vote thereon.





                                      -34-
<PAGE>   35
                                  ARTICLE XIII

                                SHAREHOLDER VOTE

         Whenever the laws of the State of Delaware require the vote or
concurrence of the holders of two-thirds of the outstanding shares entitled to
vote thereon, with respect to any action to be taken by the stockholders of the
Corporation, such action may be taken by the vote or concurrence of the holders
of at least a majority of the shares entitled to vote thereon.

                                  ARTICLE XIV

                                  DISSOLUTION

         Section 1. Procedure. The Corporation shall be dissolved upon the
affirmative vote of the holders of at least a majority of the shares entitled
to vote thereon at a meeting duly called for that purpose, or when authorized
or ratified by the written consent of the holders of all of the shares entitled
to vote thereon.

         Section 2. Revocation. The corporation shall revoke voluntary
dissolution proceedings upon the affirmative vote of the holders of at least a
majority of the shares entitled to vote at a meeting duly called for that
purpose, or when authorized or ratified by the written consent of the holders
of all of the shares entitled to vote thereon.

                                   ARTICLE XV

         The names and addresses of each Incorporator are:

         Ross A. Freitas
         135 Canal Street
         Staten Island, New York 10305

         Carolyn Safer Kenner
         135 Canal Street
         Staten Island, New York 10305

         IN WITNESS WHEREOF, the undersigned officers for and on behalf of the
Corporation have signed this Certificate of Incorporation this 22nd day of May,
1987.

                                         ROSS COSMETICS DISTRIBUTION
                                         CENTERS, INC.
                                        
                                         By: /s/ Ross Freitas 
                                            -----------------------------------
                                             Ross Freitas, Incorporator


                                         By: /s/ Carolyn Safer Kenner 
                                             ----------------------------------
                                             Carolyn Safer Kenner, Incorporator





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