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                         CERTIFICATE OF AMENDMENT OF THE

                         CERTIFICATE OF INCORPORATION OF

                         CONNECTIVITY TECHNOLOGIES INC.


                         Pursuant to Section 242 of the
                             General Corporation Law


     THE UNDERSIGNED, the President of Connectivity Technologies Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:

     FIRST: The Certificate of Incorporation of the Corporation currently
authorizes the issuance of up to forty million seven hundred fifty thousand
(40,750,000) shares of common stock, par value $.01 per share. In order to
reduce the number of shares of stock authorized, to effect a one-for-four
reverse stock split of all outstanding shares and to change the par value of the
shares of common stock, Article FOURTH of the Certificate of Incorporation of
the Corporation is hereby amended to read, in its entirety, as follows:

          "The corporation shall be authorized to issue two classes of shares of
     stock to be designated, respectively, "Preferred Stock" and "common stock."
     The total number of shares which the Corporation shall have authority to
     issue is Twenty-One Million Seven Hundred Fifty Thousand (21,750,000) and
     the aggregate par value of all shares of stock that are to have a par value
     shall be Eight Hundred Forty Thousand Dollars ($840,000). The total number
     of shares of Preferred Stock shall be One Million (1,000,000) and the par



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     value of each share of such class shall be One Cent ($.01). The total
     number of shares of common stock shall be Twenty Million Seven Hundred
     Fifty Thousand (20,750,000), Twenty Million (20,000,000) of which shall be
     designated Common Stock, par value $.04 per share, and Seven Hundred Fifty
     Thousand (750,000) of which shall be designated Series B Common Stock, par
     value $.04 per share.

          Part A. Provisions Relating to Preferred Stock.

          The shares of Preferred Stock may be issued from time to time in one
     or more series. The Board of Directors is hereby authorized by filing a
     certificate pursuant to the applicable law of the State of Delaware
     (hereinafter, a "Certificate of Designation"), to establish from time to
     time the number of shares to be included in each such series, and to fix
     the designations, powers, preferences and rights of the shares of each such
     series and the qualifications, limitations or restrictions thereof,
     including but not limited to fixing the dividend rights, dividend rate,
     conversion rights, voting rights, rights and terms of redemption (including
     sinking fund provisions), the redemption price or prices, and the
     liquidation preferences of any wholly unissued series of shares of
     Preferred Stock; and to increase or decrease the number of shares of any
     series subsequent to the issue of the shares of that series, but not below
     the number of shares of such series then outstanding. In case the number of
     shares of any series shall be so decreased, the shares constituting such
     decrease shall resume the status which they had prior to the adoption of
     the resolution originally fixing the number of shares of such series.

          Part B. Provisions Relating to Common Stock.

          1. Designation of Series. Subject to conversion or exchange as
     provided for in subparagraph 3(a) hereinbelow, twenty million (20,000,000)
     shares of the common stock authorized hereinabove are designated "Common
     Stock" and seven hundred fifty thousand (750,000) shares of the common
     stock authorized hereinabove are designated "Series B Common Stock."

          2. Authority of Board to Fix Rights of Series B Common Stock. The
     Board of Directors is expressly authorized, in the resolution or
     resolutions providing for the issuance of the Series B Common Stock, to
     fix, state and express, within the limits expressed hereinbelow, the
     powers, designations, preferences and


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     rights of the Series B Common Stock, and the qualifications, limitations or
     restrictions thereof.

          3. Specific Rights. The powers, designations, preferences and rights,
     and the qualifications, limitations and restrictions thereof, of the Common
     Stock and Series B Common Stock shall be identical in all respects, except
     as follows or, for the Series B Common Stock, as fixed and determined by
     the Board of Directors within the limitations which follow:

               (a) Conversion Rights. The Series B Common Stock may be
          convertible into or exchangeable for Common Stock, at a conversion or
          exchange ratio of not more than one share of Common Stock for each
          share of Series B Common Stock and upon such other terms and
          conditions as the Board of Directors may establish.

               (b) Voting Rights. Subject to the special voting rights of the
          Preferred Stock set forth or determined as provided above, each holder
          of Common Stock of the corporation shall be entitled to one vote for
          each share of such stock outstanding in the name of such holder on the
          books of the corporation on the record date designated for the purpose
          of such vote, and each holder of Series B Common Stock of the
          corporation shall be entitled, for each share of such Series B Common
          Stock outstanding in the name of such holder on the books of the
          corporation on the record date designated for the purpose of such
          vote, to the number of votes as has been fixed by the Board of
          Directors, but the vote per share of Series B Common Stock shall be
          less than the proportionate vote of the Common Stock into which such
          Series B Common Stock is convertible or exchangeable; provided,
          however, that at all elections of directors of the corporation, each
          holder of any shares of Common Stock and Series B Common Stock of this
          Corporation shall be entitled to as many votes as shall equal the
          number of votes which (except for this provision as to cumulative
          voting) he would be entitled to cast for the election of directors
          with respect to his shares of stock multiplied by the number of
          directors to be elected by him, and he may cast all of such votes for
          a single director or may distribute them among the number to be voted
          for, or for any two or more of them as he may see fit; and provided,
          further, that in no event, whether in the election of directors or
          otherwise, shall fractional votes be counted.

               (c) Dividend Rights. Subject to the prior rights (if any) of the
          holders of the Preferred Stock


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          as to dividends, the holders of outstanding shares of Common Stock and
          Series B Common Stock shall be entitled to receive, when and as
          declared by the Board of Directors, out of the assets at the time
          legally available therefor, dividends at the rate determined by the
          Board of Directors, provided, however, that the dividend on each share
          of Series B Common Stock shall be less than the proportionate dividend
          on each share of Common Stock into which it is convertible or
          exchangeable.

               (d) Liquidation Rights. In the event of any liquidation,
          dissolution or winding up of this corporation, either voluntarily or
          involuntarily, but subject to the liquidation preference (if any) of
          the holders of the Preferred Stock by reason of their ownership
          thereof, the holders of Common Stock and Series B Common Stock shall
          be entitled to receive pro rata the remaining assets of the
          corporation available for distribution to stockholders except that the
          amount per share paid in liquidation on each share of the Series B
          Common Stock shall be less than the proportionate amount per share
          paid on each share of the Common Stock into which it is convertible or
          exchangeable.

               (e) Adjustments. The Board of Directors shall make appropriate
          adjustments to the conversion or exchange ratio and to the voting,
          dividend and liquidation rights of the Series B Common Stock in the
          event of any stock split, stock dividend or similar transaction
          affecting the number of outstanding shares of Common Stock or Series B
          Common Stock without the corporation's receipt of consideration
          therefor.

          Reverse Stock Split: Effective as of 5:00 p.m. on the date of filing
     of this Amendment to the Certificate of Incorporation of the Corporation
     (the "Effective Date"), each issued and outstanding share of Common Stock,
     par value $.01 per share ("Old Common Stock"), of this Corporation shall
     automatically and without any action on the part of the holder thereof,
     become one-fourth of a share of Common Stock, par value $.04 per share
     ("New Common Stock"). No scrip or fractional shares of New Common Stock
     will be issued by reason of this amendment. Holders of a number of shares
     of Old Common Stock not divisible by four shall be entitled to receive a
     cash payment equal to the fractional share multiplied by the average of the
     closing bid prices as reported by the OTC Bulletin Board for the Old Common
     Stock on the five trading days prior to the Effective Date. As of the
     Effective Date and thereafter, a


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     certificate(s) representing shares of Old Common Stock shall be deemed to
     represent the number of shares of New Common Stock into which the shares of
     Old Common Stock are convertible and the right to receive a cash payment in
     lieu of any fractional share."

     SECOND: At the effective time of this amendment, each issued and
outstanding share of Common Stock ("Old Common Stock") of this Corporation shall
automatically and without any action on the part of the holder thereof, become
one-fourth of a share of Common Stock, par value $.04 per share ("New Common
Stock"). No scrip or fractional shares of New Common Stock will be issued by
reason of this amendment. The Corporation shall pay holders of fractional shares
cash in an amount equal to the fractional share multiplied by the average of the
closing bid prices as reported by the OTC Bulletin Board for the Old Common
Stock on the five trading days prior to the effective time of this amendment.

     THIRD: This amendment has been duly adopted by the holders of a majority of
the issued and outstanding shares of capital stock of the Corporation in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 4th
day of December, 1996.


                                                     /s/ James S. Harrington
                                                     ------------------------
                                                         James S. Harrington
                                                              President




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