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                                                                     EXHIBIT 4.1

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION

                                      OF

                            THE LAMAUR CORPORATION

                 --------------------------------------------

                    Pursuant to Section 245 of the General
                   Corporation Law of the State of Delaware

                 --------------------------------------------

     The Lamaur Corporation, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies that:

     1.   The name of the corporation is THE LAMAUR CORPORATION, (hereinafter
     called the "Corporation"). The original Certificate of Incorporation of the
     Corporation was filed with the Secretary of State of the State of Delaware
     on January 4, 1996 under the name EHS MERGER CORP.

     2.   This Amended and Restated Certificate of Incorporation reflects
     amendments to the Corporation Restated Certification through May 22, 2001,
     as such have been duly adopted by the stockholders and directors of the
     Corporation, in accordance with the provisions of the General Corporation
     Law of the State of Delaware.

     3.   The Certificate of Incorporation of the Corporation is hereby amended
     and restated so as to read in its entirety as follows:

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            THE LAMAUR CORPORATION

     FIRST:  The name of the corporation is THE LAMAUR CORPORATION (hereinafter
called the "Corporation").

     SECOND: The registered office of the Corporation is to be located at 1013
Centre Road, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
activity, without limitation, for which a corporation may be organized under the
General Corporation Law of the State of Delaware.


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     FOURTH:

     Section 1.  Authorization.

             (a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Sixty-Four Million (64,000,000)
shares, consisting of (i) Sixty Million (60,000,000) shares of common stock,
$.01 par value per share (the "Common Stock"), and (ii) Four Million (4,000,000)
shares of preferred stock, $.01 per value per share (the "Preferred Stock").

             (b) The Preferred Stock may be issued in any number of series,
including, without limitation, Senior Preferred Stock (as such term is defined
in ARTICLE SIXTH), and any other series designated by the Board of Directors
pursuant to this ARTICLE FOURTH and ARTICLE SIXTH.

     FIFTH:

     Section 1.  Common Stock; Identical Rights.  Except as required by law, all
shares of Common Stock shall be identical and shall entitle the holders thereof
to the same rights and privileges.

     Section 2.  Dividends.  Subject to any preferential or other rights of the
holders of any outstanding shares of Preferred Stock, the Board of Directors of
the Corporation may cause dividends to be declared and paid on outstanding
shares of Common Stock out of funds legally available for the payment of
dividends.  When, as and if such dividends are declared by the Corporation's
Board of Directors, whether payable in cash, property, or securities of the
Corporation, the holders of Common Stock shall be entitled to share equally
therein, in accordance with the number of shares of Common Stock held by each
such holder.

     Section 3.  Liquidation Rights.  Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the Corporation, after
payment to all creditors of the Corporation of the full amounts to which they
shall be entitled and subject to any preferential or other rights of the holders
of any outstanding shares of Preferred Stock, the holders of Common Stock shall
be entitled to share ratably, in accordance with the number of shares of Common
Stock held by each such holder, in all remaining assets of the Corporation
available for distribution among the stockholders of the Corporation, whether
such assets are capital, surplus or earnings.

     For the purposes of this Section 3, neither the consolidation or merger of
the Corporation with or into any other corporation or corporations, nor the
sale, lease, exchange or transfer by the Corporation of all or any part of its
assets, nor the reduction of the capital stock of the Corporation, shall be
deemed to be a voluntary or involuntary liquidation, dissolution, or winding-up
of the Corporation.

     Section 4.  Voting Rights.  Except as otherwise required by law, and
subject to the voting rights of the holders of any outstanding shares of
Preferred Stock, the approval of all matters brought before the stockholders of
the Corporation shall require the affirmative vote of the holders

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of a majority in voting power of the shares of Common Stock that are present in
person or represented by proxy voting as a single class.

     Section 5.  Residual Rights. All rights accruing to the outstanding shares
of the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.

     SIXTH:      Part A.  Senior Preferred Stock

     Section 1.  Designation and Amount. The shares of the first series of
originally authorized Preferred Stock shall be designated as "Series A Preferred
Stock," and the number of shares constituting such series shall be 1,000,000,
with a par value of $.01 per share.  The shares of the second series of
originally authorized Preferred Stock shall be designated as "Series B Preferred
Stock," and the number of shares constituting such series shall be 763,500, with
a par value of $.01 per share.  The relative rights, preferences, restrictions
and other matters relating to the Series A Preferred Stock and the Series B
Preferred Stock shall be as set forth in this Part A of ARTICLE SIXTH.

     Section 2.  Definitions.  As used in this Part A of ARTICLE SIXTH, the
following terms shall have the following meanings:

          (a)    "Asset Purchase Agreement" means the Asset Purchase Agreement
                 between the Corporation and DowBrands Inc. dated as of November
                 15, 1995.

          (b)    "Board" means the board of directors of the Corporation.

          (c)    "Business Day" means any day other than a Saturday, a Sunday or
                 a day on which banking institutions in the City of New York,
                 New York are authorized or obligated by law or executive order
                 to close.

          (d)    "Capital Stock" means any and all shares of capital stock of
                 the Corporation (however designated and whether voting or
                 nonvoting).

          (e)    "Capital Stock Rights" means any warrants, options or other
                 rights to purchase Capital Stock or any securities convertible
                 into Capital Stock or any participations or other interests
                 (other than security interests) in Capital Stock.

          (f)    "Common Stock" means the Common Stock, par value, $.01 per
                 share, of the Corporation and all shares hereafter authorized
                 of any class of common stock of the Corporation, and, in the
                 case of a reclassification, recapitalization or other similar
                 change in such Common Stock or in the case of a consolidation
                 or merger of the Corporation with or into another Person, such
                 consideration to which a holder of a share of Common Stock
                 would be entitled upon the occurrence of such event.

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          (g)    "Conversion Notice" has the meaning set forth in Section 7(b)
                 hereof.

          (h)    "Conversion Ratio" means, initially, a ratio of 0.660 shares of
                 Common Stock for each one share of Senior Preferred Stock being
                 converted, and shall be adjusted from time to time in
                 accordance with the provisions of Section 10 hereof.

          (i)    "Dividend Period" has the meaning set forth in Section 3(b)
                 hereof.

          (j)    "Dividend Rate" means a rate per annum equal to 8.00%.

          (k)    "Exchange" has the meaning ascribed to such term in the
                 Exchange Act.

          (l)    "Exchange Act" means the Securities Exchange Act of 1934, as
                 amended, or any successor statute, and the rules and
                 regulations promulgated thereunder, all as in effect from time
                 to time.

          (m)    "Holder" of a share of Senior Preferred Stock means the Person
                 in whose name such share of Senior Preferred Stock is
                 registered on the books of the Corporation.

          (n)    "Indemnity" has the meaning set forth in Section 14 hereof.

          (o)    "Junior Stock" means Common Stock and any other class or series
                 of Capital Stock of the Corporation now or hereafter
                 authorized, issued or outstanding which is subject, under the
                 terms of this Restated Certificate (including any certificate
                 of designation of any class of Preferred Stock), to the
                 following restrictions and limitations:

                 (i)  no dividend or distribution can be declared or paid on the
                      shares of such other class or series unless all accrued
                      dividends and other amounts then due with respect to the
                      Series B Preferred Stock shall have been paid in full; and

                 (ii) In the event of any liquidation, dissolution, or winding
                      up of the Corporation, whether voluntary or involuntary,
                      the Holders of Senior Preferred Stock shall be entitled to
                      receive out of assets of the Corporation available for
                      distribution to shareholders, a sum equal to the
                      Liquidation Preference for each Share of Senior Preferred
                      Stock then held by them, plus, in the case of shares of
                      Series B Preferred Stock, an amount equal to the accrued
                      and unpaid dividends on such shares through the date of
                      final distribution to shareholders, whether or not
                      declared, in each case before any payment shall be made or
                      any assets distributed to the holders of such other class
                      or series of Capital Stock of the Corporation.

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                 (p)  "Liquidation Preference" means, with respect to each share
                      of Series A Preferred Stock, an amount equal to $10.00
                      and, with respect to each share of Series B Preferred
                      Stock, an amount equal to $6.55. In the event of a stock
                      dividend, subdivision, reclassification, distribution or
                      similar event relating to the Series A Preferred Stock or
                      the Series B Preferred Stock, the Liquidation Preference
                      of each share of Series A Preferred Stock or Series B
                      Preferred Stock, as the case may be, shall be adjusted
                      proportionally to reflect any resulting increase or
                      decrease in the number of outstanding shares of Series A
                      Preferred Stock or Series B Preferred Stock, as the case
                      may be.

                 (q)  "Mandatory Conversion Date" has the meaning set forth in
                      Section 8(a) hereof.

                 (r)  "Note" means the promissory note in the original principal
                      amount of $5,000,000 issued under the Asset Purchase
                      Agreement.

                 (s)  "Optional Conversion Date" has the meaning set forth in
                      Section 7(b) hereof.

                 (t)  "Person" means an individual, a corporation, a
                      partnership, a joint venture, an association, a joint-
                      stock company, a trust, a business trust, a government or
                      any agency or any political subdivision, any
                      unincorporated organization, or any other entity.

                 (u)  "Redemption Price" has the meaning set form in Section
                      5(a) hereof.

                 (v)  "Restated Certificate" means this Restated Certificate of
                      Incorporation, providing, among other things, for the
                      creation of the Series A Preferred Stock and the Series B
                      Preferred Stock pursuant to Section 151 of the General
                      Corporation Law of the State of Delaware, including,
                      without limitation, the provisions of this Part A of
                      ARTICLE SIXTH, as the same may be amended, supplemented or
                      modified from time to time in accordance with the terms
                      hereof and pursuant to applicable law.

                 (w)  "Sale" means the merger or consolidation of the
                      Corporation into or with any other Person or the merger or
                      consolidation of any other Person into or with the
                      Corporation or a statutory share exchange between the
                      Corporation and any other Person (in which merger,
                      consolidation or statutory share exchange any stockholders
                      of the Corporation receive distributions of cash or
                      securities or other property), or the sale, transfer or
                      other disposition of all or substantially all of the
                      assets of the Corporation.

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                 (x)  "Senior Preferred Stock" means, collectively, the Series A
                      Preferred Stock and the Series B Preferred Stock.

                 (y)  "Series A Preferred Stock" means the Series A Preferred
                      Stock of the Corporation, $.01 par value per share,
                      created pursuant to this Restated Certificate.

                 (z)  "Series B Preferred Stock" means the Series B Preferred
                      Stock of the Corporation, $.01 par value per share,
                      created pursuant to this Restated Certificate.

     Section 3.  Dividends.

             (a) Series A Preferred Stock Dividend. The Holders of Series A
Preferred Stock shall not be entitled to receive dividends; provided, however,
that in the event the Board shall declare a dividend payable upon the
outstanding shares of Common Stock, the Holders of the Series A Preferred Stock
shall be entitled to the same amount of dividends per share of Series A
Preferred Stock as would be declared payable on the number of full or fractional
shares of Common Stock into which each such share of Series A Preferred Stock
could be converted pursuant to the provisions of Section 7(a) hereof, such
number determined as of the record date for the determination of holders of
Common Stock entitled to receive such dividend.

             (b) Series B Preferred Stock Dividend. (i) The Corporation shall,
to the extent that funds are legally available therefor (and whether or not
declared), pay cash dividends on the Series B Preferred Stock in an annual
amount per share computed by applying the Dividend Rate to the Liquidation
Preference of such share in effect from time to time. Such dividends shall
accrue (whether or not declared) on each share of Series B Preferred Stock from
and including the date of issuance of such share to but excluding the date on
which the Liquidation Preference is paid on such share or the date on which such
share is redeemed or converted and, to the extent not paid for any Dividend
Period (as defined below), will be cumulative. Subject to the above, dividends
on the Series B Preferred Stock shall be payable quarterly, in arrears, on March
31, June 30, September 30 and December 31 of each year commencing on the first
such date to occur after the initial issuance of shares of Series B Preferred
Stock, except that if any such date is not a Business Day, then such dividend
shall be payable on the next succeeding Business Day. Each such dividend shall
be payable to the Holders of Series B Preferred Stock at the close of business
on the record date established by the Board, which record date shall be not more
than 60 days, nor less than 10 days, prior to the date fixed for payment
thereof. Quarterly dividend periods (each a "Dividend Period") shall commence on
and include the first day of January, April, July and October, as the case may
be, of each year and shall end on and include March 31, June 30, September 30
and December 31, respectively, of each year, with the first Dividend Period
commencing on the most recent Dividend Period commencement date to occur
immediately prior to the Initial Issuance of shares of Series B Preferred Stock.
The amount of dividends payable for any period shorter than a full Dividend
Period shall be computed on the basis of actual days elapsed and a 360-day year.
Dividends on the Series B Preferred Stock shall accrue on a daily basis whether
or not the Corporation shall have funds legally available for the payment
thereof at the time.

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          (ii)   Except as otherwise provided herein, if at any time the
Corporation pays less than the total amount of dividends then accrued with
respect to the Series B Preferred Stock, such payment shall be distributed
ratably among the Holders of Series B Preferred Stock based upon the aggregate
accrued but unpaid dividends on the shares of Series B Preferred Stock held by
such Holders. Accrued and unpaid dividends on the Series B Preferred Stock shall
accrue additional dividends in respect thereof, compounded quarterly, at the
Dividend Rate.

          (iii)  So long as any dividends accrued, or otherwise then due and
payable, on the Series B Preferred Stock pursuant to this Section 3(b) remain
unpaid, the Corporation shall not declare, pay or set apart for payment any
dividends or make any other distributions on any Junior Stock or Series A
Preferred Stock; provided, however, that the foregoing shall not apply to any
dividend or distribution payable solely in shares of Junior Stock or Series A
Preferred Stock as the case may be.

     Section 4.  Liquidation Preference.

             (a) In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the shares of Series A
Preferred Stock and Series B Preferred Stock shall rank pari passu, and Holders
of shares of Senior Preferred Stock shall be entitled to receive, out of assets
of the Corporation available for distribution to shareholders, cash in an amount
for each share of Senior Preferred Stock held by them equal to the Liquidation
Preference of such share, plus, in the case of the Series B Preferred Stock, all
accrued but unpaid dividends thereon before any payment shall be made or any
assets distributed to the holders of any other class or series of Capital Stock
of the Corporation. If the assets and funds distributable among the Holders of
shares of Senior Preferred Stock shall be insufficient to permit the payment to
such Holders of the full amount to which they would otherwise be entitled, then
the assets and funds of the Corporation legally available for distribution shall
be distributed ratably among the Holders of shares of Senior Preferred Stock
based upon the respective amounts to which they would otherwise be entitled.

             (b) If the Holders of a majority of the outstanding shares of
Series A Preferred Stock or Series B Preferred Stock so elect by giving written
notice thereof to the Corporation at least five days before the date of any
Sale, such Sale shall be deemed, solely for purposes of determining the amounts
to be received by the Holders of Series A Preferred Stock or Series B Preferred
Stock, as the case may be, in such Sale and the priority of receipt of such
amounts as between such Holders and the holders or any other Capital Stock, to
be a liquidation, dissolution or winding up of the Corporation.

     Section 5.  Redemption.

             (a) The Corporation may, at its option, redeem for cash, out of
funds legally available therefor, all or part of the outstanding shares of
Series B Preferred Stock at a price per share of Series B Preferred Stock equal
to the Liquidation Preference of such share plus all accrued but unpaid
dividends thereon (the "Redemption Price"), provided, however, that the
aggregate Liquidation Preference of the shares of

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Series B Preferred Stock acquired in any redemption shall be $1,000,000 or any
greater increment thereof. Subject to the foregoing, the number of shares of
Series B Preferred Stock to be redeemed and the method of effecting such
redemption, whether by lot or pro rata or other equitable method, may be
determined by the Board in its sole discretion.

             (b)    Not less than 30 days but not more than 60 days before the
date fixed by the Board for the redemption of the shares of Series B Preferred
Stock (the "Redemption Date"), the Corporation or its transfer agent shall mail
a notice of redemption by first-class mail postage prepaid to each Holder of
Series B Preferred Stock, addressed to such Holder at its last address shown on
the stock transfer books of the Corporation. Such notice shall indicate that the
shares of Series B Preferred Stock are being redeemed and shall, among other
things, state:

             (i)    the Redemption Date;

             (ii)   the Redemption Price;

             (iii)  the number of shares of Series B Preferred Stock being
                    redeemed from each Holder;

             (iv)   that the certificate(s) representing the shares of Series B
                    Preferred Stock being redeemed must be surrendered (properly
                    endorsed or assigned for transfer if the Corporation shall
                    so require and the notice shall so state) to the Corporation
                    to collect the Redemption Price; and

             (v)    the section of this Restated Certificate pursuant to which
                    the shares of Series B Preferred Stock are being redeemed.

Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice given to any other Holder.

             (c)    On or after the Redemption Date, each Holder of shares of
Series B Preferred called for redemption shall either surrender the
certificate(s) evidencing such shares to the Corporation or notify the
Corporation that such certificate(s) have been lost, stolen or destroyed and
provide to the Corporation an Indemnity in respect thereof, and such Holder
thereupon shall be entitled to receive payment of the Redemption Price for such
shares. If less than all of the shares represented by any such surrendered
certificate(s) are redeemed, the Corporation shall issue a new certificate for
the unredeemed shares.

             (d)    If the Corporation deposits, on or before the Redemption
Date, with a bank or trust company (which, in the Board's good faith opinion,
has sufficient capital and surplus) cash in an amount sufficient to pay the
Redemption Price with respect to all of the shares of Series B Preferred Stock
then called for redemption (the "Redemption Fund"), in trust, with irrevocable
instructions to such bank or trust company that the Redemption Fund be applied
to the redemption of the shares of Series B Preferred Stock being redeemed in
accordance with the terms of this Section 5, then from and after the Redemption
Date the shares of Series B Preferred Stock so called for redemption shall be
canceled and shall no longer be deemed to be outstanding, and all rights of the
Holders thereof with respect to such shares (except for the right to receive the
Redemption Price from such bank or trust company or, to the extent provided
below, the Corporation) shall

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cease. Any funds deposited in the Redemption Fund and unclaimed at the end of
six months from the Redemption Date shall be released or repaid to the
Corporation, after which the Holders of the shares of Series B Preferred Stock
being redeemed shall look only to the Corporation for payment of the Redemption
Price. Any interest accrued on the Redemption Fund shall be paid to the
Corporation from time to time, and any funds remaining in the Redemption Fund
after payment in full of the Redemption Price to the Holders of the shares of
Series B Preferred Stock shall be released or repaid to the Corporation.

     Section 6.   Voting Rights.

            (a)   General Voting Rights. Holders of shares of Senior Preferred
Stock shall be entitled to vote (except as set forth in this Restated
Certificate or as otherwise required by law, together with the holders of shares
of Common Stock as a single class) on all matters submitted for a vote of
stockholders, and shall be entitled to notice of all stockholders' meetings to
act by written consent in the same manner as the holders of shares of Common
Stock. Each share of Senior Preferred Stock shall entitle the Holder thereof to
such number of votes per share as shall equal the number of full or fractional
shares of Common Stock into which such share of Senior Preferred Stock is then
convertible.

            (b)   Special Series A Voting Rights. Without the affirmative vote
or written consent of the Holders of a majority of the shares of Series A
Preferred Stock at the time outstanding, the Corporation shall not:

            (i)   amend this Restated Certificate so as to alter any existing
                  provision relating to the Series A Preferred Stock or to the
                  Holders thereof;

            (ii)  authorize or issue (A) any additional shares of Series A
                  Preferred Stock, or (B) any shares of Capital Stock of the
                  Corporation of any other class or series, other than shares of
                  Series B Preferred Stock issuable upon conversion of the Note
                  and shares of Junior Stock which carry no right to receive
                  dividends other than on a basis equivalent to that provided
                  with respect to the Series A Preferred Stock in Section 3(a)
                  hereof; or

            (iii) purchase, redeem or otherwise acquire any shares of Junior
                  Stock or any warrants, options or other rights to purchase
                  shares of Junior Stock other than (A) subject to the
                  provisions of clause (ii) above, shares of Junior Stock or
                  warrants, options or other rights to purchase shares of Junior
                  Stock acquired solely in exchange for shares of another series
                  of Junior Stock and/or other warrants, options or other rights
                  to purchase shares of another series of Junior Stock and (B)
                  shares of Common Stock or warrants, options or other rights to
                  purchase shares of Common Stock acquired for fair value (as
                  determined in good faith by the Board) from any Person who,
                  together with its affiliates (as defined in Rule 12b-2 of the
                  General Rules and Regulations under the Exchange Act), holds
                  less than 25% of the shares of Common Stock outstanding on a
                  fully diluted basis immediately prior to such acquisition.

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            (c)    Special Series B Voting Rights. Without the affirmative vote
or written consent of the Holders of a majority of the shares of Series B
Preferred Stock at the time outstanding, the Corporation shall not:

            (i)    amend this Restated Certificate so as to alter any existing
                   provision relating to the Series B Preferred Stock or to the
                   Holders thereof;

            (ii)   authorize or issue (A) any additional shares of Series B
                   Preferred Stock other than upon conversion of the Note or (B)
                   any shares of Capital Stock of the Corporation of any other
                   class or series other than shares of Junior Stock;

            (iii)  purchase, redeem or otherwise acquire any shares of Junior
                   Stock or any warrants, options or other rights to purchase
                   shares of Junior Stock other than (A) shares of Junior Stock
                   or warrants, options or other rights to purchase shares of
                   Junior Stock acquired solely in exchange for shares of
                   another series of Junior Stock and/or other warrants, options
                   or other rights to purchase shares of another series of
                   Junior Stock, and (B) shares of Common Stock or warrants,
                   options or other rights to purchase shares of Common Stock
                   acquired for fair value (as determined in good faith by the
                   Board) from any Person who, together with its affiliates (as
                   defined in Rule 12b-2 of the General Rules and Regulations
                   under the Exchange Act), holds less than 25% of the shares of
                   Common Stock outstanding on a fully diluted basis immediately
                   prior to such acquisition, unless, at the time of such
                   acquisition, any dividends accrued, or otherwise then due and
                   payable, on the Series B Preferred Stock pursuant to Section
                   3(b) hereof remain unpaid; or

            (iv)   purchase, redeem or otherwise acquire any shares of Series A
                   Preferred Stock, if at the time or such purchase, redemption
                   or other acquisition, any dividends accrued, or otherwise
                   then due and payable, on the Series B Preferred Stock
                   pursuant to Section 3(b) hereof remain unpaid.

     Section 7.    Optional Conversion.

            (a)    Any Holder of shares of Senior Preferred Stock shall have the
right, at any time and from time to time, at its option, to convert all or any
part of the shares of Senior Preferred Stock held by such Holder, at the
Conversion Ratio in effect on the date such conversion is deemed to be
effective, into shares of Common Stock.

            (b)    In order to effect a conversion pursuant to Section 7(a), the
Holder of any shares of Senior Preferred Stock to be converted shall surrender
the certificate(s) evidencing such shares to the Corporation and shall give
written notice to the Corporation ("Conversion Notice") that the Holder elects
to convert such shares or the portion thereof specified in the Conversion Notice
into shares of Common Stock.

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            Within three Business Days after receipt of a Conversion Notice and
surrender of the certificate(s) evidencing the Senior Preferred Stock relating
thereto, the Corporation shall issue and deliver to such Holder a certificate(s)
for the number of full shares of Common Stock issuable upon the conversion of
such shares of Senior Preferred Stock or portion thereof in accordance with the
provisions of this Section 7, and a check or cash in respect of any fractional
shares of Common Stock Issuable upon such conversion (as provided in Section 9
hereof) and, in the case of a conversion of shares of Series B Preferred Stock,
all accrued but unpaid dividends thereon. In the event that less than all the
shares of Senior Preferred Stock represented by a certificate are to be
converted, the Corporation shall issue and deliver, or cause to be issued and
delivered, to the Holder of the shares of Senior Preferred Stock so surrendered,
without charge to such Holder, a new certificate(s) representing a number of
shares of Senior Preferred Stock equal to the unconverted portion of the
surrendered certificate(s).

            Each conversion shall be deemed to have been effected on the date
(the "Optional Conversion Date") on which the certificate(s) evidencing shares
of Senior Preferred Stock shall have been surrendered to the Corporation or its
transfer agent and a Conversion Notice with respect to such shares shall have
been received by the Corporation, as described above. Any Person in whose name
any certificate(s) for shares of Common Stock shall be issuable upon conversion
shall be deemed to have become the holder of record of the shares represented
thereby on the Optional Conversion Date.

            Except as otherwise provided in this Section 7 and Section 10, no
payment or adjustment will be made for dividends or other distributions with
respect to any shares of Common Stock issuable upon conversion of shares of
Senior Preferred Stock as provided herein.

     Section 8.  Mandatory Conversion.

            (a)  In the event the Corporation's shares of Common Stock are
registered pursuant to Section 12(b) or 12(g) of the Exchange Act and listed or
quoted on an Exchange, and the last reported sales price of the Corporation's
Common Stock as reported by the Exchange on which such shares are then listed or
quoted, as the case may be, equals or exceeds $21.2121 per share (which minimum
per share price, in the event of a stock dividend, subdivision,
reclassification, distribution or similar event relating to the Common Stock,
shall be adjusted proportionately to reflect any resulting increase or decrease
in the number of outstanding shares of Common Stock) for a consecutive period of
30 Business Days, then the Corporation may, at its option, require Holders of
shares of Senior Preferred Stock to convert such shares of Senior Preferred
Stock into the number of shares of Common Stock into which such shares are
convertible upon application of the Conversion Ratio in effect on the date fixed
by the Board for conversion (the "Mandatory Conversion Date"), which Mandatory
Conversion Date shall be no more than 30 days after the end of such 30 Business
Day period.

            (b)  Not less than 10 days before the Mandatory Conversion Date, the
Corporation or its transfer agent shall mail a notice of conversion by first-
class mail postage prepaid to each Holder, addressed to such Holder at its last
address shown on the stock transfer books of the Corporation. Effective upon the
Mandatory Conversion Date, the outstanding shares of Senior Preferred Stock
shall be converted automatically without any further action by the

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Holders thereof and whether or not the certificate(s) representing such shares
are surrendered to the Corporation or its transfer agent. The Corporation shall
be obligated to issue (i) a check or cash in respect of any fractional shares of
Common Stock issuable upon such conversion (as provided in Section 9 hereof)
and, in the case of the Series B Preferred Stock, all accrued but unpaid
dividends thereon, and (ii) a certificate(s) evidencing the shares of Common
Stock issuable upon such conversion, but not until three Business Days after the
certificate(s) evidencing the shares of Senior Preferred Stock being converted
are either delivered to the Corporation or its transfer agent, or the Holder
notifies the Corporation or its transfer agent that such certificate(s) have
been lost, stolen or destroyed and provides to the Corporation an Indemnity in
respect thereof.

            (c)    Except as otherwise provided in this Section 8 and Section
10, no payment or adjustment will be made for dividends or other distributions
with respect to any shares of Common Stock Issuable upon conversion of shares of
Senior Preferred Stock as provided herein.

     Section 9.    No Fractional Shares. No fractional shares of Common Stock or
scrip representing fractional shares shall be issued upon conversion (whether
optional or mandatory) of shares of Senior Preferred Stock. If any fractional
share of Common Stock would, but for this Section 9, be issuable upon the
conversion of any shares of Senior Preferred Stock, the Corporation shall make a
payment therefor in check or cash in an amount equal to the Fair Market Value of
such fractional share. For the purpose of this Section 9, the "Fair Market
Value" of a share of Common Stock shall mean the last reported sale price on the
Exchange on which the shares of Common Stock are listed or quoted on the last
Business Day prior to the Optional Conversion Date or Mandatory Conversion Date,
as the case may be, when the Exchange is open, or, if there is no reported sale
on such day, the last reported closing bid price on the Exchange on which the
shares of Common Stock are listed or quoted at the close of trading on that day.
If the shares of Common Stock are not then listed or quoted on any Exchange, the
Fair Market Value shall be the fair market value of the shares of Common Stock
as reasonably determined by the Board of the Corporation, which determination
shall be conclusive.

     Section 10.   Adjustment of Conversion Ratio; Notices.

            (a)    In the event that the Corporation shall at any time after the
date of Issuance of the shares of Series A Preferred Stock and the Note pursuant
to the Asset Purchase Agreement:

            (i)    declare a dividend or make a distribution on any series of
                   its Common Stock in shares of any series of its Common Stock,

            (ii)   subdivide or reclassify shares of any series of its
                   outstanding Common Stock into a greater number of shares,

            (iii)  combine shares of any series of its outstanding Common Stock
                   into a smaller number of shares,

            (iv)   pay a dividend or make a distribution on any series of its
                   Common Stock in shares of any series of its Capital Stock
                   (other than Common Stock) or in Capital Stock Rights, or

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<PAGE>

            (v)    issue by reclassification of any series of its Common Stock
                   shares of any series of its Capital Stock or any Capital
                   Stock Rights,

then the Conversion Ratio in effect immediately prior to such event shall be
adjusted so that the Holder of any shares of Senior Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock and other Capital Stock of the Corporation and Capital Stock Rights
which such Holder would have owned or have been entitled to receive after the
happening of any of the events described above had such Senior Preferred Stock
been outstanding and converted immediately prior to the happening of such event.
An adjustment made pursuant to this Section 10 shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of
subdivision, combination, or reclassification.  Such adjustment shall be made
successively whenever any event referred to above shall occur.

            (b)    Upon any adjustment of the Conversion Ratio pursuant to
Section 10(a), the Corporation shall give prompt written notice thereof to each
Holder of Senior Preferred Stock, by first-class mail postage prepaid addressed
to such Holder of its last address as shown on the stock transfer books of the
Corporation, which notice shall state the Conversion Ratio resulting from such
adjustment and shall set forth in reasonable detail the method of calculation of
such Conversion Ratio and the facts upon which such calculation was based.

            (c)    In case at any time:

            (i)    the Corporation shall determine to declare any dividend or
                   make any distribution on any series of its Common Stock other
                   than in shares of Capital Stock or in Capital Stock Rights;

            (ii)   the Corporation shall determine to offer for subscription pro
                   rata to the holders of any series of its Common Stock any
                   shares of its Capital or any Capital Stock Rights;

            (iii)  there shall be an Impending Sale; or

            (iv)   there shall be an impending voluntary or involuntary
                   dissolution, liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give written
notice of the action in question to each Holder of Senior Preferred Stock, by
first-class mail postage prepaid addressed to such Holder at its last address as
shown on the stock transfer books of the Corporation.  Such notice shall
describe the material terms and conditions of such action and shall specify (y)
in the case of a dividend, distribution or subscription right, the date on which
a record shall be taken for such dividend, distribution or subscription right
and the date as of which holders of Common Stock of record shall participate in
such dividend, distribution or subscription right, and (z) in the case of a
sale, dissolution, liquidation or winding up of the Corporation, the date on
which such sale, dissolution, liquidation or winding up shall take place and the
date as of which the holders of

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<PAGE>

Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such Sale, dissolution, liquidation or winding
up. Such written notice shall be given at least 20 days prior to the action in
question and not less than 20 days prior to the record date in respect thereof.

     Section 11.  Taxes on Shares Issued.  The issuance of stock certificate(s)
upon conversion of shares of Senior Preferred Stock pursuant to Sections 7 and 8
shall be made without charge to the converting Holder for any transfer, stamp or
similar tax in respect of the issuance thereof.

     Section 12.  Reservation of Shares.  The Corporation shall reserve, free
from preemptive rights, out of its authorized but unissued shares, or out of
shares held in its treasury, sufficient shares of Common Stock to provide for
the conversion, at the Conversion Ratio from time to time in effect, of all
shares of Senior Preferred Stock which are from time to time outstanding or
issuable upon conversion of the Note.  The Corporation covenants that all shares
of Common Stock which may be issued upon conversion of shares of Senior
Preferred Stock will upon issuance be duly authorized, validly issued, fully
paid and nonassessable by the Corporation and free from all taxes, liens and
charges with respect to the issuance thereof.

     Section 13.  Transfers.  Subject to any restrictions on transfer under
applicable securities or other laws, shares of Senior Preferred Stock may be
transferred on the books of the Corporation by the surrender to the Corporation
of the certificate(s) therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, and such proof of the
authenticity of signature as the Corporation or its transfer agent may
reasonably require.

     Section 14.  Replacement of Certificates.  If any mutilated certificate
representing shares of Senior Preferred Stock is surrendered to the Corporation,
or if a Holder claims any certificate representing shares of Senior Preferred
Stock has been lost, destroyed or willfully taken and provides an indemnity bond
or agreement or other security sufficient, in the reasonable judgment of the
Corporation, to protect the Corporation and any authenticating agent and any of
their officers, directors, employees or representatives from any loss which any
of them may suffer if such certificate is replaced (an "Indemnity"), then the
Corporation shall issue a replacement certificate of like tenor and date.

     Section 15.  Reacquired Shares.  Any shares of Senior Preferred Stock which
are converted, purchased, redeemed or otherwise acquired by the Corporation,
shall be retired and canceled by the Corporation promptly thereafter.  No such
shares shall upon their cancellation be reissued.

           Part B.  Additional Series of Preferred Stock

     Section 1.   Designation of Additional Series of Preferred Stock. The Board
of Directors is hereby expressly authorized, by resolution or resolutions
thereof, to provide for, designate and issue, out of the 2,236,500 authorized
but undesignated and unissued shares of Preferred Stock, one or more series of
Preferred Stock, subject to the provisions of Part A of this ARTICLE SIXTH and
the other terms and conditions set forth herein. Before any shares of any such
series are issued; the

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<PAGE>

Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares of any such
series:

          (a)  the designation of such series, the number of shares to
constitute such series and the stated value thereof, if different from the par
value thereof;

          (b)  whether the shares of such series shall have voting rights or
powers, in addition to any voting rights required by law, and, if so, the terms
of such voting rights or powers, which may be full or limited;

          (c)  the dividends, if any, payable on such series, whether any such
dividends shell be cumulative, and, if so, from what dates, the conditions and
dates, upon which such dividends shall be payable, and the preference or
relation which such dividends shall bear to the dividends payable on any shares
of stock of any other class or series;

          (d)  whether the shares of such series shall be subject to redemption
by the Corporation and, if so, the times, prices and other conditions of such
redemption;

          (e)  the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporation;

          (f)  whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation thereof;

          (g)  whether the shares of such series shall be convertible into, or
exchangeable for, shares of capital stock of any other class or series or any
other securities and, if so, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same, and any
other terms and conditions of conversion or exchange;

          (h)  the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of capital stock
of any other class or series;

          (i)  the conditions or restrictions, if any, to be effective while any
shares of such series are outstanding upon the creation of indebtedness or the
Corporation or upon the issue of any additional stock, including additional
shares of such series or of any other class or series; and

          (j)  any other powers, designations preferences and relative,
participating, optional or other special rights, and any qualifications,
limitations or restrictions thereof.

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<PAGE>

     The powers, designations, preferences and relative, participating, optional
or other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.  The Board of
Directors is hereby expressly authorized from time to time to increase (but not
above the total number of authorized shares of Preferred Stock not otherwise
designated) or decrease (but not below the number of shares thereof then
outstanding) the number of shares of any series of Preferred Stock designated as
any one or more series of Preferred Stock pursuant to this Part B of ARTICLE
SIXTH.

     SEVENTH:  The election of directors need not be by written ballot unless
the By-laws so provide,

     EIGHTH:  The Board of Directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or repeal
the By-laws of the Corporation, except as such power may be restricted or
limited by the General Corporation Law of the State of Delaware.

     NINTH:  Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title B of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title B of the Delaware Code,
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 summoned in such manner as the said court directs.  If a majority in number
representing three-fourths in value of the creditors or class of creditors
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all
creditors or class of creditors, and/or all the stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.

     TENTH:  Subject to the provisions of Part A of ARTICLE SIXTH hereof, the
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.

     ELEVENTH:   The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.  No amendment or repeal of this
ARTICLE ELEVENTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to

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<PAGE>

any acts or omissions of such director occurring prior to the effective date of
such amendment or repeal.

     TWELFTH:  The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons who it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-laws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in any other capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by the Chairman of the Board and Chief
Executive Officer of the Corporation this 7th day of June, 2001.

                              THE LAMAUR CORPORATION


                              By     /s/ Lawrence H. Pesin
                                --------------------------------------------
                                 Name:  Lawrence H. Pesin
                                 Title: Chairman and Chief Executive Officer

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