CERTIFICATE OF INCORPORATION

                                       OF

                           LEISURECRAFT PRODUCTS, LTD.

               The undersigned,  a natural person, for the purpose of organizing
a corporation for conducting the business and promoting the purposes hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

               FIRST:    The name of the corporation (hereinafter called the
"corporation") is

                           LEISURECRAFT PRODUCTS, LTD.

               SECOND: The address,  including street, number, city, and county,
of the  registered  office of the  corporation  in the State of  Delaware is 229
South  State  Street,  City of  Dover,  County  of  Kent;  and  the  name of the
registered  agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.

               THIRD:  The  nature of the  business  and of the  purposes  to be
conducted  and  promoted by the  corporation,  which shall be in addition to the
authority  of the  corporation  to conduct any lawful  business,  to promote any
lawful  purpose,  and  to  engage  in  any  lawful  act or  activity  for  which
corporations may be organized under the General  Corporation Law of the State of
Delaware, is as follows:

               To design, devise,  manufacture,  fabricate,  prepare for market,
        buy, sell,  import,  export,  license as licensor or licensee,  lease as
        lessor or lessee,  distribute,  job,  enter  into,  negotiate,  execute,
        acquire,  receive,  grant, and assign licensing  arrangements,  options,
        franchises  and other  rights in respect of, and  generally  deal in and
        with,  at wholesale  and retail,  as principal  and as sales,  business,
        special or general  agent,  representative,  broker,  factor,  merchant,
        distributor, advisor, or in any other lawful capacity, leisure products,
        toys,  playthings,   entertainment  and  diversionary  devices,   games,
        novelties  and  related  and  unrelated  articles,   and  goods,  wares,
        merchandise,  commodities and unimproved,  improved, finished, processed
        and other  real,  personal  and  mixed  property  of any and all  kinds,
        whether  fabricated  in whole or in part from  metals,  plastics,  wood,
        glass, chemicals,  minerals, biologicals and natural, vegetable, animal,
        synthetic  or  artificial  elements  and  matters,  and the  components,
        resultants and by-products thereof, and machines,  devices, supplies and
        equipment for  fabricating the same; to acquire by purchase or otherwise
        own,  hold,  lease,  mortgage,  sell or  otherwise  dispose  of,  erect,
        construct,  make, alter, enlarge, improve and to aid or subscribe toward
        the construction, acquisition or improvement

<PAGE>

        of any  factories,  shops,  storehouses,  buildings and  commercial  and
        retail  establishments  of every  character,  including  all  equipment,
        fixtures,  machinery,  implements and supplies necessary,  or incidental
        to,  or  connected  with,  any  of  the  purposes  or  business  of  the
        corporation;  and  generally  to  perform  any  and all  acts  connected
        therewith  or arising  therefrom  or  incidental  thereto,  and all acts
        proper or necessary for the purpose of the business.

               To design, buy, sell, import,  export,  manufacture,  license the
        use of as licensor and  licensee,  lease or lessor and lessee,  acquire,
        receive,  grant, and assign options,  franchises,  and rights in respect
        of, and  generally  deal in and with,  at wholesale  and retail,  and as
        principal,  agent,  broker,  commission merchant,  distributor,  factor,
        sales  and  special  representative,  or in any other  lawful  capacity,
        goods,  wares,  and merchandise of all kinds,  and, without limiting the
        generality thereof,  hunting, fishing,  yachting,  boating, auto racing,
        sporting, athletic, recreation, diversionary, hobby and other equipment,
        supplies and wearing  apparel,  and  accessories  of all kinds,  and, in
        connection therewith and independent  thereof, to acquire,  own, manage,
        maintain,  and operate  manufacturing  establishments and facilities and
        wholesale and retail  establishments,  stores,  leased departments,  and
        mail-order facilities.

               To purchase,  receive,  take by grant, gift,  devise,  bequest or
        otherwise,  lease, or otherwise acquire, own, hold, improve, employ, use
        and  otherwise  deal in and  with  real  or  personal  property,  or any
        interest  therein,  wherever  situated,  and  to  sell,  convey,  lease,
        exchange,  transfer or otherwise dispose of, or mortgage or pledge,  all
        or any of its property and assets,  or any  interest  therein,  wherever
        situated.

               To engage  generally  in the real estate  business as  principal,
        agent, broker, and in any lawful capacity, and generally to take, lease,
        purchase,  or otherwise  acquire,  and to own, use, hold, sell,  convey,
        exchange,  lease, mortgage,  work, clear, improve,  develop, divide, and
        otherwise handle,  manage,  operate, deal in and dispose of real estate,
        real property, lands,  multiple-dwelling  structures,  houses, buildings
        and other  works and any  interest  or right  therein;  to take,  lease,
        purchase or otherwise  acquire,  and to own, use,  hold,  sell,  convey,
        exchange,  hire, lease, pledge, mortgage, and otherwise handle, and deal
        in and  dispose  of, as  principal,  agent,  broker,  and in any  lawful
        capacity,  such personal  property,  chattels,  chattels  real,  rights,
        easements,  privileges,  choses in action, notes, bonds, mortgages,  and
        securities  as may  lawfully be acquired,  held,  or disposed of; and to
        acquire,  purchase,  sell, assign,  transfer,  dispose of, and generally
        deal  in and  with,  as  principal,  agent,  broker,  and in any  lawful
        capacity,  mortgages and other  interests in real,  personal,  and mixed
        properties; to carry on a general construction,  contracting,  building,
        and realty  management  business as  principal,  agent,  representative,
        contractor, subcontractor, and in any other lawful capacity.

               To carry on a  general  mercantile,  industrial,  investing,  and
        trading business in all its branches;  to devise,  invent,  manufacture,
        fabricate,  assemble,  install,  service,  maintain,  alter,  buy, sell,
        import, export, license as licensor or licensee, lease as

                                      - 2 -

<PAGE>

        lessor or lessee,  distribute,  job,  enter  into,  negotiate,  execute,
        acquire,  and assign contracts in respect of, acquire,  receive,  grant,
        and assign licensing arrangements, options, franchises, and other rights
        in respect of, and generally  deal in and with, at wholesale and retail,
        as  principal,  and as  sales,  business,  special,  or  general  agent,
        representative,  broker, factor, merchant, distributor, jobber, advisor,
        and  in  any  other  lawful   capacity,   goods,   wares,   merchandise,
        commodities, and unimproved,  improved,  finished,  processed, and other
        real, personal,  and mixed property of any and all kinds,  together with
        the components, resultants, and by-products thereof.

               To apply for, register, obtain, purchase, lease, take licenses in
        respect  of or  otherwise  acquire,  and to  hold,  own,  use,  operate,
        develop,  enjoy,  turn to account,  grant  licenses  and  immunities  in
        respect of, manufacture under and to introduce,  sell, assign, mortgage,
        pledge  or  otherwise  dispose  of,  and,  in any  manner  deal with and
        contract with reference to:

                      (a) inventions,   devices,  formulae,  processes  and  any
               improvements and modifications thereof;

                      (b) letters  patent,  patent rights,  patented  processes,
               copyrights, designs, and similar rights, trademarks,  tradenames,
               trade  symbols  and other  indications  of origin  and  ownership
               granted by or  recognized  under the laws of the United States of
               America,  the  District  of  Columbia,  any state or  subdivision
               thereof, and any commonwealth, territory, possession, dependency,
               colony,  possession,  agency  or  instrumentality  of the  United
               States of  America  and of any  foreign  country,  and all rights
               connected therewith or appertaining thereunto;

                      (c) franchises, licenses, grants and concessions.

               To  guarantee,   purchase,  take,  receive,  subscribe  for,  and
        otherwise  acquire,  own, hold, use and otherwise  employ,  sell, lease,
        exchange,  transfer,  and otherwise dispose of, mortgage,  lend, pledge,
        and otherwise deal in and with,  securities (which term, for the purpose
        of this Article THIRD,  includes,  without  limitation of the generality
        thereof, any shares of stock, bonds, debentures, notes, mortgages, other
        obligations,  and  any  certificates,   receipts  or  other  instruments
        representing  rights to receive,  purchase or subscribe for the same, or
        representing any other rights or interests therein or in any property or
        assets) of any persons,  domestic and foreign firms,  associations,  and
        corporations,  and  by  any  government  or  agency  or  instrumentality
        thereof; to make payment therefor in any lawful manner; and, while owner
        of any such  securities,  to  exercise  any and all  rights,  powers and
        privileges in respect thereof, including the right to vote.

               To make,  enter into,  perform and carry out  contracts  of every
        kind and description with any person, firm, association,  corporation or
        government or agency or instrumentality thereof.

                                      - 3 -

<PAGE>

               To acquire by purchase,  exchange or otherwise,  all, or any part
        of, or any interest in, the properties,  assets,  business and good will
        of  any  one  or  more  persons,  firms,  associations  or  corporations
        heretofore or hereafter  engaged in any business for which a corporation
        may now or  hereafter  be  organized  under  the  laws of the  State  of
        Delaware;  to pay for the  same in  cash,  property  or its own or other
        securities;  to hold,  operate,  reorganize,  liquidate,  sell or in any
        manner  dispose  of the  whole or any part  thereof;  and in  connection
        therewith,  to  assume  or  guarantee  performance  of any  liabilities,
        obligations  or  contracts  of  such  persons,  firms,  associations  or
        corporations,  and to conduct the whole or any part of any business thus
        acquired.

               To lend money in  furtherance  of its  corporate  purposes and to
        invest and reinvest its funds from time to time to such extent,  to such
        persons, firms, associations,  corporations,  governments or agencies or
        instrumentalities  thereof,  and on such terms and on such security,  if
        any, as the Board of Directors of the corporation may determine.

               To make  contracts  of guaranty and  suretyship  of all kinds and
        endorse or  guarantee  the payment of  principal,  interest or dividends
        upon,  and to  guarantee  the  performance  of a  sinking  fund or other
        obligations of, any securities, and to guarantee in any way permitted by
        law the  performance  of any of the contracts or other  undertakings  in
        which the  corporation  may  otherwise be or become  interested,  of any
        persons,  firm,  association,   corporation,  government  or  agency  or
        instrumentality  thereof,  or of any other combination,  organization or
        entity whatsoever.

               To borrow money  without  limit as to amount and at such rates of
        interest  as it may  determine;  from time to time to issue and sell its
        own securities, including its shares of stock, notes, bonds, debentures,
        and other  obligations,  in such amounts,  on such terms and conditions,
        for such purposes and for such prices, now or hereafter permitted by the
        laws of the State of Delaware and by this certificate of  incorporation,
        as the Board of  Directors  of the  corporation  may  determine;  and to
        secure any of its obligations by mortgage,  pledge or other  encumbrance
        of all or any of its property, franchises and income.

               To be a promoter or manager of other  corporations of any type or
        kind; and to participate  with others in any  corporation,  partnership,
        limited partnership, joint venture, or other association of any kind, or
        in any  transaction,  undertaking or arrangement  which the  corporation
        would have power to conduct by itself, whether or not such participation
        involves sharing or delegation of control with or to others.

               To draw, make,  accept,  endorse,  discount,  execute,  and issue
        promissory notes, drafts, bills of exchange, warrants, bonds, debentures
        and other  negotiable  or  transferable  instruments  and  evidences  of
        indebtedness  whether  secured by mortgage or  otherwise,  as well as to
        secure the same by mortgage or otherwise,  so far as may be permitted by
        the laws of the State of Delaware.

                                      - 4 -

<PAGE>

               To purchase,  receive,  take, reacquire or otherwise acquire, own
        and hold, sell, lend, exchange,  reissue,  transfer or otherwise dispose
        of, pledge,  use, cancel,  and otherwise deal in and with its own shares
        and its other securities from time to time to such an extent and in such
        manner and upon such terms as the Board of Directors of the  corporation
        shall determine;  provided that the corporation  shall not use its funds
        or property for the purchase of its own shares of capital stock when its
        capital is impaired or when such use would cause any  impairment  of its
        capital, except to the extent permitted by law.

               To organize,  as an incorporator,  or cause to be organized under
        the laws of the State of  Delaware,  or of any other State of the United
        States  of  America,  or  of  the  District  of  Columbia,   or  of  any
        commonwealth,  territory,  dependency,  colony,  possession,  agency, or
        instrumentality  of the  United  States of  America,  or of any  foreign
        country, a corporation or corporations for the purpose of conducting and
        promoting  any  business  or  purpose  for  which  corporations  may  be
        organized, and to dissolve, wind up, liquidate, merge or consolidate any
        such  corporation or  corporations or to cause the same to be dissolved,
        wound up, liquidated, merged or consolidated.

               To conduct its business,  promote its purposes,  and carry on its
        operations in any and all of its branches in any and all of its branches
        and maintain  offices both within and without the State of Delaware,  in
        any and all States of the United  States of America,  in the District of
        Columbia,  and in any or all commonwealths,  territories,  dependencies,
        colonies,  possessions,  agencies,  or  instrumentalities  of the United
        States of America and of foreign governments.

               To promote and exercise all or any part of the foregoing purposes
        and  powers  in any and all  parts  of the  world,  and to  conduct  its
        business in all or any of its  branches  as  principal,  agent,  broker,
        factor,  contractor,  and in any other lawful  capacity  either alone or
        through  or  in  conjunction   with  any   corporations,   associations,
        partnerships, firms, trustees, syndicates,  individuals,  organizations,
        and other  entities  in any part of the world,  and, in  conducting  its
        business  and  promoting  any  of its  purposes,  to  maintain  offices,
        branches and agencies in any part of the world,  to make and perform any
        contracts  and to do any acts and things,  and to carry on any business,
        and to  exercise  any powers and  privileges  suitable,  convenient,  or
        proper for the conduct, promotion, and attainment of any of the business
        and purposes  herein  specified  or which at any time may be  incidental
        thereto or may appear  conducive to or expedient for the  accomplishment
        of any of such  business  and  purposes and which might be engaged in or
        carried on by a corporation  incorporated or organized under the General
        Corporation  Law of the State of Delaware,  and to have and exercise all
        of the  powers  conferred  by the  laws of the  State of  Delaware  upon
        corporations incorporated or organized under the General Corporation Law
        of the State of Delaware.

               The foregoing provisions of this Article THIRD shall be construed
both as purposes and powers and each as an  independent  purpose and power.  The
foregoing

                                      - 5 -

<PAGE>

enumeration  of  specific  purposes  and  powers  shall  not be held to limit or
restrict  in any manner the  purposes  and  powers of the  corporation,  and the
purposes and powers herein  specified shall,  except when otherwise  provided in
this Article  THIRD,  be in no wise limited or  restricted  by reference  to, or
inference  from, the terms of any provision of this or any other Article of this
certificate of incorporation;  provided,  that the corporation shall not conduct
any business,  promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.

               FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is One Million (1,000,000).  The par value of each
of such  shares is One Cent  ($.01).  All such  shares  are of one class and are
shares of Common Stock.

               No holder of any of the  shares of the stock of the  corporation,
whether now or hereafter authorized and issued, shall be entitled as of right to
purchase  or  subscribe  for (1) any  unissued  stock of any  class,  or (2) any
additional  shares of any class to be  issued by reason of any  increase  of the
authorized  capital  stock  of the  corporation  of  any  class,  or (3)  bonds,
certificates of indebtedness,  debentures or other  securities  convertible into
stock of the corporation,  or carrying any right to purchase stock of any class,
but any such unissued stock or such additional  authorized issue of any stock or
of any  other  securities  convertible  into  stock,  or  carrying  any right to
purchase  stock,  may be issued and  disposed of pursuant to  resolution  of the
Board of Directors to such persons, firms, corporations or associations and upon
such terms as may be deemed  advisable by the Board of Directors in the exercise
of its discretion.

               FIFTH:   The name and the mailing address of the incorporator are
as follows:


                   NAME                           MAILING ADDRESS
                   ---                            ---------------

               R.G. Dickerson                     229 South State Street
                                                  Dover, Delaware

               SIXTH:   The corporation is to have perpetual existence.

               SEVENTH: Whenever a compromise or arrangement is proposed between
this  corporation  and its  creditors  or any class of them and/or  between this
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
may of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provision  of  section  291 of  Title  8 of  the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders or class of stockholders of this  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

                                      - 6 -

<PAGE>

or class of creditors,  and/or of the  stockholders  or class of stockholders of
this corporation, as the case may be, agree to any compromise or arrangement and
to any  reorganization  of this 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 the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this corporation, as the case may be,
and also on this corporation.

               EIGHTH:  For the  management  of the business and for the conduct
of the affairs of the  corporation,  and in further  definition,  limitation and
regulation  of the powers of the  corporation  and of its  directors  and of its
stockholders or any class thereof, as the case may be, it is further provided:

               1. The  management of the business and the conduct of the affairs
        of the corporation shall be vested in its Board of Directors. The number
        of directors  which shall  constitute the whole Board of Directors shall
        be fixed by, or in the  manner  provided  in,  the  By-Laws.  The phrase
        "whole Board" and the phrase "total number of directors" shall be deemed
        to have the same  meaning,  to wit, the total number of directors  which
        the  corporation  would have if there were no vacancies.  No election of
        directors need be by written ballot.

               2. The original  By-Laws of the  corporation  shall be adopted by
        the incorporator  unless the certificate of incorporation shall name the
        initial  Board of  Directors  therein.  Thereafter,  the  power to make,
        alter,  or repeal  the  ByLaws,  and to adopt any new  By-Law,  except a
        By-Law classifying  directors for election for staggered terms, shall be
        vested in the Board of Directors.

               3. Whenever the corporation shall be authorized to issue only one
        class of stock,  each outstanding share shall entitle the holder thereof
        to notice  of, and the right to vote at,  any  meeting of  stockholders.
        Whenever  the  corporation  shall be  authorized  to issue more than one
        class of stock,  no  outstanding  share of any  class of stock  which is
        denied  voting  power  under  the  provisions  of  the   certificate  of
        incorporation  shall entitle the holder thereof to the right to vote, at
        any meeting of stockholders except as the provisions of paragraph (c)(2)
        of section 242 of the General  Corporation Law shall otherwise  require;
        provided,  that no share of any such  class  which is  otherwise  denied
        voting power shall entitle the holder  thereof to vote upon the increase
        or decrease in the number of authorized shares of said class.

               NINTH: The corporation  shall, to the fullest extent permitted by
Section  145 of the  General  Corporation  Law of  Delaware,  as the same may be
amended and supplemented, indemnify any and all persons whom 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

                                      - 7 -

<PAGE>

By-Law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his 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 or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

               TENTH:   From  time  to  time  any  of  the  provisions  of  this
certificate  of  incorporation  may be amended,  altered or repealed,  and other
provisions  authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time  prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation  are granted subject to the provisions of this
Article TENTH.

Signed on December 3, 1971.


                                                    /s/
                                                   ----------------------------
                                                   N.G. Dickerson
                                                   Incorporator

                                      - 8 -

<PAGE>

                            Certificate of Amendment
                                       of
                          Certificate of Incorporation

                                       of

                           LEISURECRAFT PRODUCTS, LTD.


               It is hereby certified that:

               1.  The  name  of  the   corporation   (hereinafter   called  the
"Corporation") is LEISURECRAFT PRODUCTS, LTD.

               2. The certificate of  incorporation of the corporation is hereby
amended by striking out Article  FIRST  thereof and by  substituting  in lieu of
said Article the following new Article:

               "FIRST:       The name of the corporation (hereinafter called the
"corporation") is WEBCOR ELECTRONICS, INC."

               3. The  amendment  of the  certificate  of  incorporation  herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.

Signed and attested on:
May 26, 1981

                                                   /s/
                                                 ------------------------------
                                                 Victor Reichenstein, President


Attest:


 /s/
-----------------------------
Monroe A. Schulder, Secretary

<PAGE>

STATE OF NEW YORK            )
                             :  ss.:
COUNTY OF NASSAU             )


               BE IT  REMEMBERED  that,  on May 26,  1981,  before  me, a Notary
Public duly authorized by law to take acknowledgement of deeds,  personally came
Victor Reichenstein,  President of Leisurecraft  Products,  Ltd. who duly signed
the foregoing instrument before me and acknowledged that such signing is his act
and  deed,  that  such  instrument  as  executed  is the  act  and  deed of said
corporation, and that the facts stated therein are true.

               GIVEN under my hand on May 26, 1981



                                              /s/
                                             ----------------------------------
                                             Notary Public
                                             Carl J. Morelli

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            WEBCOR ELECTRONICS, INC.


               The  undersigned,  the  President  and the  Secretary  of  WEBCOR
ELECTRONICS, INC., a Delaware corporation (the "Corporation"), hereby certify as
follows:

               1.     The name of the Corporation is WEBCOR ELECTRONICS, INC.

               2. The Certificate of Incorporation of the Corporation is amended
to increase the number of shares which the  Corporation  shall have authority to
issue to Five Million (5,000,000), by striking out the first sentence of Article
FOURTH thereof and by  substituting  in place of such sentence the following new
sentence:

               "The total number of shares of stock which the corporation  shall
               have authority to issue is Five Million (5,000,000)."

               3. (a) This  amendment of the  Certificate of  Incorporation  was
duly  adopted by the  written  consent of  holders of  outstanding  stock of the
Corporation  having  not less than the  minimum  number of votes  that  would be
necessary to authorize such action at a meeting at which all shares  entitled to
vote thereon  were  present and voted,  as provided in SectionS 228 & 242 of the
General Corporation Law of the State of Delaware.

<PAGE>

               (b) Written  notice of the  approval of this  amendment  has been
given to those stockholders who have not consented in writing to this amendment.

               IN WITNESS WHEREOF,  we have hereunto set our hands this 26th day
of January, 1982.


                                                /s/
                                                -------------------------------
                                                VICTOR REICHENSTEIN,
                                                President


ATTEST:                                         /s/
                                                -------------------------------
                                                MONROE A. SCHULDER,
                                                Secretary

                                      - 2 -


<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            WEBCOR ELECTRONICS, INC.


               The   undersigned,   the   President   and  Secretary  of  WEBCOR
ELECTRONICS, INC., a Delaware corporation (the "Corporation"), hereby certify as
follows:

               1.     The name of the Corporation is WEBCOR ELECTRONICS, INC.

               2.     The  Certificate of  Incorporation  of the  Corporation is
amended to increase  the number of shares which the  Corporation  shall have the
authority to issue by striking out the first  sentence of Article FOURTH thereof
and by substituting in place of such sentence the following new sentence:

               "The total number of shares of stock which the corporation  shall
               have authority to issue is Twenty Million (20,000,000)."

               3.     This  amendment of the  Certificate of  Incorporation  was
duly adopted by the affirmative vote of a majority of the outstanding  shares of
Common Stock entitled to vote thereon at the 1983 Annual Meeting of Stockholders
of the Corporation, called and held upon notice on August 1, 1983, in accordance
with sections 228 & 242 of the General Corporation Law of the State of Delaware.


<PAGE>

               IN WITNESS WHEREOF, we have hereunto set our hands this first day
of August, 1983.


                                            /s/
                                            ---------------------------
                                            Victor Reichenstein,
                                            President


ATTEST:                                     /s/
                                            ---------------------------
                                            Lawrence Reichenstein,
                                            Secretary

                                      - 2 -


<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            WEBCOR ELECTRONICS, INC.


               The  undersigned,  the  Chairman  of the Board and  Secretary  of
WEBCOR ELECTRONICS,  INC., a Delaware  corporation (the  "Corporation"),  hereby
certify as follows:

               1.     The name of the Corporation is WEBCOR ELECTRONICS, INC.

               2.     The  Certificate of  Incorporation  of the  Corporation is
amended  to  create  a new  class  of  preferred  stock  and  to  authorize  the
Corporation's  Board of Directors to determine the voting powers,  designations,
preferences,  and rights, and the qualifications,  limitations,  or restrictions
thereof,  of each such series,  by amending Article FOURTH of the Certificate of
Incorporation so that such Article shall read in its entirety as follows:

               "FOURTH.  The  aggregate  number of shares which the  Corporation
               shall have  authority to issue is 21,000,000 of which  20,000,000
               shares  of the par value of $.01 per  share  shall be  designated
               Common  Stock and  1,000,000  shares of the par value of $.01 per
               share shall be designated Preferred Stock. Preferred Stock may be
               issued in one or more series,  and shall have such voting powers,
               full or  limited,  or no voting  powers,  and such  designations,
               preferences and relative participating, optional or other special
               rights, and qualifications, limitations, or restrictions thereof,
               as shall be stated and expressed in the resolution or resolutions
               providing  for the  issuance of such stock  adopted  from time to
               time by the Board of Directors.  The Board of Directors is hereby
               expressly  vested with the  authority to determine and fix in the
               resolution or resolutions providing for


<PAGE>

               the  issuance  of  the   Preferred   Stock  the  voting   powers,
               designations,  preferences  and rights,  and the  qualifications,
               limitations, or restrictions, thereof, of each such series to the
               full extent now or  hereafter  permitted by the laws of the State
               of  Delaware.  The  number of  authorized  shares of any class or
               classes of stock of the Corporation may be increased or decreased
               by the Affirmative vote of the holders of a majority of the stock
               of the Corporation entitled to vote."

               3.     This  Amendment of the  Certificate of  Incorporation  was
duly adopted by the affirmative vote of a majority of the outstanding  shares of
Common  Stock  entitled  to vote  thereon  at the  1985  Annual  Meeting  of the
Stockholders,  in accordance with Section 242 of the General  Corporation Law of
the State of Delaware.


               IN WITNESS WHEREOF,  we have hereunto set our hands this 29th day
of January, 1986.


                                            /s/
                                            ---------------------------
                                            Victor Reichenstein
                                            Chairman of the Board


ATTEST:                                     /s/
                                            ---------------------------
                                            Kenneth Reichenstein
                                            Secretary

                                      - 2 -

<PAGE>

                                   CERTIFICATE
                                       FOR
                         RENEWAL AND REVIVAL OF CHARTER
                                       OF
                            WEBCOR ELECTRONICS, INC.

        Webcor Electronics, Inc., a corporation organized under the laws
of Delaware,  the certificate of  incorporation of which was filed in the office
of the  Secretary of State on December 3, 1971,  the charter of which was voided
for  failure to pay taxes and  penalty,  now  desires to procure a  restoration,
renewal and revival of its charter, and hereby certifies as follows:

               FIRST:    The name of this corporation is:

               Webcor Electronics, Inc.

               SECOND:   Its  registered  office  in the  State of  Delaware  is
located at 25 Greystone Manor,  Lewes, DE 19958,  County of Sussex.  The name of
its registered agent is Harvard Business Services, Inc.

               THIRD:    The date when the restoration,  renewal, and revival of
the charter of this company is to commence is the Twenty-eighth day of February,
1991 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.

               FOURTH:   This  corporation was duly organized and carried on the
business  authorized by its charter  until the First day of March A.D.  1991, at
which time its charter became  inoperative and void for failure to pay taxes and
penalty,  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.


<PAGE>

               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  charter of Webcor
Electronics,  Inc.,  have hereunto signed by the last and acting  President,  to
this certificate this 24th day of December 1996.

                                            By:/s/ Sally Fonner
                                            ---------------------------
                                            Name:  Sally Fonner
                                            Title: Acting President


<PAGE>

                                AMENDMENT TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            WEBCOR ELECTRONICS, INC.

Webcor Electronics,  Inc. (the  "Corporation"),  pursuant to the requirements of
the  General  Corporation  Law of the State of  Delaware,  as amended  ("GCLD"),
hereby certifies:

1.     The Amendment to the  Certificate of  Incorporation  set forth herein was
       duly adopted in a resolution  of the  Corporation's  Board of  Directors,
       submitted  to the  Corporation's  stockholders  for their  approval,  and
       approved  by a  majority  vote  of the  Corporation's  stockholders  at a
       meeting  called,  noticed  and held on the  19th  day of  June,  1998 and
       finalized on March 23, 1999 after  several  adjournments  of less than 30
       days each.

2.     The number of shares of the  Corporation  outstanding at the time of such
       adoption  and the number of shares  entitled  to vote  thereon  was THREE
       MILLION,   FOUR  HUNDRED  SEVENTY-SIX   THOUSAND  THREE  HUNDRED  SEVENTY
       (3,476,370)  shares of common stock (the "Common Stock").  The holders of
       ONE MILLION,  SEVEN HUNDRED EIGHTY-FIVE THOUSAND,  SIX HUNDRED THIRTY-ONE
       (1,785,631  shares) of Common Stock were present at the meeting in person
       or by proxy and each of the  amendments  set forth herein was approved by
       the holders of a majority  of the  Corporations'  issued and  outstanding
       shares of Common Stock.

3.     The effective date and time of the  Certificate  of Amendment  shall be 5
       p.m. EST on April 2, 1999.

4.     The  provisions  of the original  Certificate  of  Incorporation  and all
       subsequent  amendments  thereto are hereby  superseded  by the  following
       amendments:

                                    ARTICLE I
                                      NAME

        The name of the Corporation shall be eNOTE.COM Inc.

                                   ARTICLE IV
                               AUTHORIZED CAPITAL

        The  Corporation  shall be authorized to issue a total of Thirty Million
(30,000,000)  shares of capital stock which shall be subdivided  into classes as
follows:

(a)     Twenty-five  Million  (25,000,000)  shares of the Corporation's  capital
        stock shall be denominated as Common Stock, have a par value of $.01 per
        share, and have the


<PAGE>

        rights, powers and preferences set forth in this paragraph.  The Holders
        of Common Stock shall share  ratably,  with all other  classes of common
        equity, in any dividends that may, from time to time, be declared by the
        Board  of   Directors.   No  dividends  may  be  paid  with  respect  to
        Corporation's Common Stock, however, until dividend distributions to the
        holders of Preferred  Stock,  if any, have been paid in accordance  with
        the  certificate  or  certificates  of  designation   relating  to  such
        Preferred Stock.  The holders of Common Stock shall share ratably,  with
        all other  classes of common  equity,  in any assets of the  Corporation
        that are  available  for  distribution  to the holders of common  equity
        securities of the Corporation upon the dissolution or liquidation of the
        Corporation.  The holders of Common  Stock shall be entitled to cast one
        vote per  share on all  matters  that  are  submitted  for a vote of the
        stockholders.  Effective at 5:00 p.m. EST on April 2, 1999,  and without
        any  further   action  by  the  holders  of  the  Common  Stock  of  the
        Corporation,  the THREE MILLION, FOUR HUNDRED SEVENTY-SIX THOUSAND THREE
        HUNDRED  SEVENTY  (3,476,370)  issued  and  outstanding  shares  of  the
        Corporation's  Common Stock shall be  consolidated or "reverse split" in
        the ratio of one (1) new share for every six and  three-quarters (6 3/4)
        shares  currently  held by a  stockholder  so that the total  issued and
        outstanding  capital  stock of the  Corporation  shall  consist  of FIVE
        HUNDRED FORTY  THOUSAND  (540,000)  shares,  more or less. No fractional
        shares  shall be issued in  connection  with the  reverse  split and all
        calculations  that would result in the  issuance of a  fractional  share
        shall be  rounded  up to the  nearest  whole  number.  In  addition,  no
        stockholder  who was the beneficial  owner of at least 100 shares on the
        effective date of this Amendment  shall receive fewer than 100 shares of
        $.01 par value Common Stock of the  Corporation  in connection  with the
        implementation  of the  reverse  split and all  calculations  that would
        result in the  issuance of fewer than 100 shares of Common Stock to such
        a stockholder shall be rounded up to 100 shares.

(b)     Five Million (5,000,000) shares of the Corporation's  authorized capital
        stock shall be  denominated  as Preferred  Stock,  par value of $.01 per
        share.  Shares of Preferred Stock may be issued from time to time in one
        or more series as the Board of Directors,  by resolution or resolutions,
        may from time to time determine, each of said series to be distinctively
        designated. The voting powers, preferences and relative,  participating,
        optional and other special rights, and the  qualifications,  limitations
        or restrictions  thereof, if any, of each such series of Preferred Stock
        may differ from those of any and all other series of Preferred  Stock at
        any time  outstanding,  and the Board of Directors  is hereby  expressly
        granted  authority to fix or alter,  by resolution or  resolutions,  the
        designation,   number,   voting   powers,   preferences   and  relative,
        participating,    optional   and   other   special   rights,   and   the
        qualifications,  limitations  and  restrictions  thereof,  of each  such
        series of Preferred Stock.

Dated March 24, 1999.

                                            By:/s/ Sally A. Fonner
                                            ------------------------------
                                               Sally A. Former,
                                               President and Sole Director

                                      - 2 -
<PAGE>

                      CERTIFICATE OF POWERS, DESIGNATIONS,
                          PREFERENCES AND RIGHTS OF THE
                           CONVERTIBLE PREFERRED STOCK
                            PAR VALUE $0.01 PER SHARE
                                       OF
                                eNote.Com, Inc.

      eNote.Com,  Inc., a corporation organized and existing under the laws and
State of Delaware (the  "Corporation"),  hereby certifies that the Sole Director
of the  Corporation  by written  consent  dated March 24, 1999 duly  adopted the
following resolutions:

      WHEREAS,  the Sole Director of the  Corporation is authorized,  within the
limitations and  restrictions  set forth in the Certificate of  Incorporation of
the  Corporation  ("Certificate  of  Incorporation"),  to fix by  resolution  or
resolutions the designation of each series of preferred  stock,  $0.01 par value
per share ("Preferred Stock"), the number of shares constituting such series and
the relative rights,  preferences and limitations  thereof,  including,  without
limiting the  generality  of the  foregoing,  such  provisions as may be desired
concerning  voting,  redemption,  dividends,  dissolution or the distribution of
assets,  conversion  or exchange,  and such other  subjects or matters as may be
fixed by resolution or resolutions  of the Board of Directors  under the General
Corporation Law of the State of Delaware;

      WHEREAS,  it is the  desire of the Sole  Director  of the  Corporation  to
authorize a series of Preferred  Stock to be designated  "Convertible  Preferred
Stock" and the number of shares constituting such series.

      NOW,  THEREFORE,  BE IT RESOLVED that pursuant to the authority  vested in
the Board of Directors by the  Certificate of  Incorporation  there is created a
series of  Preferred  Stock  consisting  of Five Million  (5,000,000)  shares of
Convertible Preferred Stock, par value $0.01 per share.

      1.  Designation  and Number of Shares.  The  designation of such series of
Preferred Stock, par value $0.01 per share, authorized by this resolution shall

<PAGE>

be Convertible  Preferred Stock (the "Preferred  Stock").  The maximum number of
shares of the Preferred  Stock shall be Five Million  (5,000,000),  which number
may be decreased (but not increased) by the Board of Directors without a vote of
the stockholders; provided, however, that such number may not be decreased below
the number of then currently outstanding shares of Preferred Stock and shares of
Preferred  Stock  issuable on exercise  of existing  options or other  rights to
purchase Preferred Stock or otherwise acquire shares of Preferred Stock from the
Corporation.  The Preferred Stock shall have a stated value of $1 per share (the
"Issue  Price")  and shall  rank  senior to the  $0.01  par value  common  stock
("Common  Stock") of the Corporation  with respect to the distribution of assets
upon liquidation, dissolution or winding up.

      2. Dividends.  The holders of Preferred Stock shall not be entitled to any
dividend  preference  but shall  instead  share  ratably with the holders of the
Corporation's  Common Stock in all dividends  that are or may be declared by the
Board of Directors at a time when shares of Preferred Stock remain  outstanding.
For purposes of  calculating  the dividends,  if any,  payable to the holders of
Preferred  Stock,  the  Corporation  shall,  as  of  the  record  date  for  the
determination of the shareholders  entitled to receive such dividend,  determine
the number of shares of Common  Stock that would be  issuable  if the  Preferred
Stock had been converted into Common Stock immediately prior to the record date,
and then determine the per share dividend payable to holders of Preferred Stock.

<PAGE>

      3.  Liquidation  Preference.  In the event of a voluntary  or  involuntary
liquidation, dissolution or winding up of the Corporation, the holders of shares
of the  Preferred  Stock  are  entitled  to  receive  out of the  assets  of the
Corporation available for distribution to stockholders,  before any distribution
of assets is made to holders of Common Stock or any other stock  ranking  junior
to shares of the Preferred Stock as to liquidation,  a liquidating  distribution
as to each share in an amount  equal to the Issue  Price.  If upon  voluntary or
involuntary  liquidation,  dissolution  or  winding up of the  Corporation,  the
amounts  payable with respect to shares of the  Preferred  Stock are not paid in
full,  the holders of shares of the  Preferred  Stock will share ratably in such
distribution  of assets of the  Corporation in proportion to the full respective
preferential rights to which they are entitled. After payment of the full amount
of the  liquidating  distribution  to which they are  entitled,  the  holders of
shares of the  Preferred  Stock will share  proportionally  with the  holders of
shares of Common Stock in any additional distribution of Corporation assets.

      4. Voting Rights.  The holders of Preferred Stock shall (a) be entitled to
the  number of votes  equal to the  number of shares of Common  Stock into which
such shares of  Preferred  Stock could be converted  pursuant to the  provisions
hereof as of the record date for the  determination of stockholders  entitled to
vote on such matters or, if no such record date is established, at the date such
vote is taken or any written consent of the stockholders is solicited,  (b) have
voting  rights  and powers  equal to the voting  rights and powers of the Common
Stock, and (c) be entitled to notice of any stockholders'  meeting in accordance
with the by-laws of the Corporation. Fractional votes shall not be permitted and
any fractional voting rights resulting from the above formula (after aggregating
all shares into which  shares of  Preferred  Stock held by each holder  could be
converted)  shall be rounded to the nearest  whole number (with  one-half  being
rounded upward). Except as otherwise provided herein or required by law, the

<PAGE>

holders of Preferred  Stock and the holders of Common Stock shall vote  together
as a single class and not as separate classes.

     5. Conversion of Preferred  Stock.  Subject to the following  provisions,
each share of Preferred Stock shall be convertible at any time after the initial
issuance of the Preferred Stock into one share of Common Stock:

      (a) No fractional  shares of Common Stock shall be issued upon  conversion
      of shares of Preferred Stock and in lieu thereof, the holder shall be paid
      cash for the value of the fractional  Share,  based upon the last reported
      sale price of one share of Common Stock on the  business  day  immediately
      preceding  the date of  conversion.  Before any holder of Preferred  Stock
      shall be entitled to convert the same into full shares of Common Stock, he
      shall surrender the certificate or  certificates  therefor,  duly endorsed
      for each Share to be converted, at the office of the Corporation or of any
      transfer  agent for the  Corporation  and he shall give at least three (3)
      business days prior written notice to the  Corporation at such office that
      he elects to convert  the same,  and shall  state  therein his name or the
      name or  names of his  nominees  in which he  wishes  the  certificate  or
      certificates  for shares of Common Stock,  to be issued.  The  Corporation
      shall, as soon as practicable thereafter, issue and deliver at such office
      to such holder of Shares, or to his nominee or nominees,  a certificate or
      certificates for the number of shares of Common Stock to which he shall be
      entitled  as  aforesaid.  Except  as set  forth in this  Section  5,  such
      conversion  shall be deemed to have  been  made  immediately  prior to the
      close of business on the day of the  delivery of the  certificate  for the
      Preferred  Stock 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 on
      such date.  Upon  conversion  of only a portion of the number of shares of
      Preferred Stock represented by a

<PAGE>

      certificate so surrendered for conversion, the Corporation shall issue and
      deliver  to the  holder  a new  certificate  representing  the  number  of
      unconverted Shares.

            In the case of any share of Preferred  Stock which is converted at a
      time when any dividend on the  Preferred  Stock has been  declared but not
      paid,  such dividend  shall be payable on the date of conversion and shall
      not be convertible as otherwise provided herein.

            If more than one certificate  representing shares of Preferred Stock
      shall be surrendered  for  conversion at one time by the same holder,  the
      number of full shares issuable upon  conversion  thereof shall be computed
      on the  basis  of the  aggregate  number  of  shares  of  Preferred  Stock
      represented by such certificates,  or the specified portions thereof to be
      converted, so surrendered.

      (b) Adjustments to Conversion Ratio.

            (i)    Stock  Splits  and  Subdivisions.  If,  after the date of the
          first issuance of shares of Preferred  Stock,  the Corporation  issues
          additional  shares of Common Stock, by reason of a split in the number
          of outstanding  shares of Common Stock into a greater number of shares
          of  Common  Stock or by  reason of a  subdivision  of the  outstanding
          shares  of  Common  Stock  into a  greater  number of shares of Common
          Stock, the Conversion Ratio in effect  immediately prior to such split
          or subdivision  shall,  currently with the effectiveness of such split
          or subdivision, be proportionately increased.

            (ii)   Adjustments  for  Combinations  or  Consolidation  of  Common
          Stock.  In the event that the  outstanding  shares of Common Stock are
          combined or consolidated, by reclassification,  reverse stock split or
          otherwise,  into a lesser  number  of  shares  of  Common  Stock,  the
          Conversion  Ratio in effect  immediately  prior to such combination or
          consolidation  shall,  concurrently  with  the  effectiveness  of such
          combination or consolidation, be proportionately decreased.

<PAGE>

            (iii)  Adjustments for Merger or Reorganization, etc. In the case of
          any merger of the Corporation with or into another  corporation or the
          conveyance  of  all  or  substantially   all  of  the  assets  of  the
          Corporation into another  corporation in which the shareholders of the
          Corporation are to receive cash, securities or other consideration for
          their  shares,  each share of  Preferred  Stock  shall  thereafter  be
          convertible  into the number of shares of stock or other securities or
          property  to which a holder of the  number  of shares of Common  Stock
          into which such share of  Preferred  Stock  might have been  converted
          immediately  prior  to such  merger  or  conveyance  would  have  been
          entitled upon such merger or conveyance.

            (iv)   Adjustments for Unauthorized  Stock  Issuances.  In the event
          that the Corporation  shall,  subsequent to the date hereof and at any
          time prior to the completion of an underwritten  secondary offering of
          Common Stock which has been  registered  under the  Securities  Act of
          1933,  as  amended,   effect  a  sale  of  Common  Stock,   securities
          convertible  into common  stock,  or rights to purchase  Common  Stock
          which has not been  expressly  approved  in writing  by a majority  in
          interest  of  the  holders  of  Preferred   Stock  or  their   elected
          representatives,  then the number of shares of Common  Stock  issuable
          upon  conversion  of the  Preferred  Stock  after  the  date  of  such
          unauthorized  issuance  shall be determined by (a) dividing the number
          of shares of Common Stock  outstanding  after such issuance  (assuming
          full exercise of any and all conversion rights  associated  therewith)
          by the number of shares of Common Stock

<PAGE>

          outstanding  immediately before such issuance, and (b) multiplying the
          product so calculated by the  Conversion  Ratio in effect  immediately
          before such issuance.

            (v)    Conversion   Price   Adjustment  Cap.   Notwithstanding   the
          foregoing  provisions,  no adjustment in the Conversion  Price will be
          made until all  accumulated  adjustments to the  Conversion  Price are
          equal to 1% or more of the Conversion Price immediately  preceding the
          date of the most  recent  prior  adjustment.  Any  adjustments  to the
          Conversion Price not made effective shall be carried forward and added
          to the next adjustment to the Conversion Price.

            (vi)   Certificate  as to  Adjustments.  Upon the occurrence of each
          adjustment or  readjustment  of the Conversion  Price pursuant to this
          Section 5, the Corporation at its expense shall promptly  compute such
          adjustment or  readjustment  in  accordance  with the terms hereof and
          furnish  to each  holder of shares of  Preferred  Stock a  certificate
          setting forth such  adjustment or  readjustment  and showing in detail
          the facts upon which such  adjustment or  readjustment  is based.  The
          Corporation  shall, upon the written request at any time of any holder
          of Shares,  furnish  or cause to be  furnished  to such  holder a like
          certificate setting forth (i) such adjustments and readjustments, (ii)
          the  Conversion  Price in  effect,  and (iii) the  number of shares of
          Common  Stock and  Warrants,  if any,  which  would be received by the
          holder upon conversion of shares of Preferred stock.

      (c) The  Corporation  shall  pay any and all  documentary  stamp and other
      transactional  taxes attributable to the issuance or delivery of shares of
      Common Stock upon conversion of any shares of Preferred Stock.

      (d) The Corporation shall reserve and keep available out of its authorized
      but unissued Common Stock such number of shares of Common Stock as shall

<PAGE>

      from time to time be  sufficient  to effect  conversion  of the  shares of
      Preferred Stock.

      (e) All shares of Common Stock which may be issued upon  conversion of the
      shares of Preferred Stock will upon issuance by the Corporation be validly
      issued,  fully paid and nonassessable  and free from all taxes,  liens and
      charges with respect to the issuance thereof.

      (f) Upon  conversion  of any shares of Preferred  Stock into Common Stock,
      said converted  shares shall not thereafter be reissued by the Corporation
      as shares of Preferred  Stock but shall  instead be restored to the status
      of authorized but unissued  shares of preferred  stock of the  Corporation
      undesignated as to series.

      6. Automatic  Conversion  Preferred Stock. If, at any time after the first
issuance of the Preferred  Stock,  the  Corporation  successfully  completes and
closes on an underwritten  secondary offering of Common Stock which has been (a)
approved in writing by a majority in interest of the holders of Preferred  Stock
or their elected representatives, and (b) registered under the Securities Act of
1933,  as  amended,  all  shares  of  Preferred  Stock  then  outstanding  shall
immediately and automatically without further notice be converted into shares of
Common  Stock  with  the  same  effect  and the same  result  as if an  optional
conversion occurred as described in Section 5.

      7. Registration Rights.

      (a) If at any  time or  times  after  the  date  hereof,  the  Corporation
      determines to file a registration statement under the Securities Act

<PAGE>

      relating to a proposed sale to the public by the  Corporation of shares of
      Common  Stock  (but  excluding  registrations  on Form  S-4 or Form S-8 or
      similar forms hereafter in effect), the Corporation shall:

            (i)    promptly  give to each  holder of  Preferred  Stock a written
          notice  thereof  (which will  include a list of the  jurisdictions  in
          which the  Corporation  intends to attempt to qualify such  securities
          under the  applicable  blue sky or other state  securities  laws,  the
          proposed offering price, and the plan of distribution);

            (ii)   include in such registration  (and any related  qualification
          under  blue  sky laws or other  compliance),  and in any  underwriting
          involved  therein,  all the Common Stock specified in a written notice
          to the Corporation by any holder of Preferred Stock; and

            (iii)  use its best  efforts to cause the  managing  underwriter  or
          underwriters  of such  proposed  underwritten  offering  to permit the
          Common Stock  requested to be included in the  Registration  Statement
          for such  offering to be included on the same terms and  conditions as
          any  similar   securities  of  the   Corporation   included   therein.
          Notwithstanding  the  foregoing,   if  the  managing   underwriter  or
          underwriters of such offering deliver a written opinion to the holders
          of Preferred Stock that marketing  considerations require a limitation
          in the  number  of  shares of Common  Stock  offered  pursuant  to any
          Registration  Statement filed under this Section, then, subject to the
          advice of said managing underwriter or underwriters as to the size and
          composition of the offering,  such limitation shall be imposed ratably
          among the holders of Preferred Stock requesting registration.

      (b) The  Corporation  hereby  agrees  that upon the  written  request of a
      holder or holders of 50% or more of the aggregate number of Shares,  which
      have

<PAGE>

      been or could be issued or are issuable  upon  conversion of the Preferred
      Stock, it will use its best efforts to effect the  registration  under the
      Act of any such shares; provided,  however, that such request shall not be
      made until 180 days after the effective date of any registration statement
      for a public  offering of securities by the  Corporation  where the holder
      was afforded an opportunity to sell shares of Preferred  Stock pursuant to
      the Piggy-back  Registration rights set forth in sub-paragraph (a) of this
      Section  7. Such  registration  is  herein  sometimes  referred  to as the
      "Demand  Registration." In connection with such Demand  Registration,  the
      Corporation will give written notice (a "Notice of  Registration")  to all
      of the holders,  of its intent to effect the Demand Registration under the
      Act of the Shares. The holders shall then provide the Corporation,  within
      15 days after the giving of the Notice of Registration, a written response
      which shall specify the number of Shares to be registered and the intended
      method of disposition  thereof.  The Corporation  shall not be required to
      effect  more than two Demand  Registrations  under  this  Section 8. It is
      understood  and agreed that the  Corporation's  obligation to register the
      Shares  hereunder  may be  fulfilled  by  either  a  Corporation-sponsored
      "shelf"  registration or through an underwritten  public offering and that
      if participation in either one of such types of registration is offered to
      the  holders,  and that if a holder  shall be offered  the ability to, and
      shall  decline  to  participate  in  such  Registration,  such  offer  and
      declination  shall be  deemed  to  constitute  a waiver  of one of the two
      registration rights granted hereunder.

      (c) All references to Preferred  Stock in this Section 7 shall include the
      shares  of  Common  Stock and other  securities  issued or  issuable  upon
      conversion thereof or with respect thereto.

<PAGE>

     8. Status of  Reacquired  Shares of  Preferred  Stock.  Shares of Preferred
Stock issued and reacquired by the  Corporation  (including  shares of Preferred
Stock  which have been  converted  into shares of Common  Stock)  shall have the
status of authorized and unissued shares of Preferred Stock,  undesignated as to
series, subject to later issuance.

     9. Fractional  Shares.  In the event the holder of Preferred Stock shall be
entitled to receive a  fractional  interest in a share of  Preferred  Stock or a
fractional  interest in a share of Common  Stock,  except as otherwise  provided
herein,  the  Corporation  shall  deliver  cash in the amount of the fair market
value of such fractional interest.

     10. Preemptive  Rights.  The holders of Preferred Stock are not entitled to
any  preemptive  or  subscription  rights in  respect of any  securities  of the
Corporation unless such rights are granted to holders of Common Stock.

     11.  Notices.  Any  notice  required  by the  provisions  of the  foregoing
paragraphs  to be given to the holders of Preferred  Stock shall be deemed given
if deposited in the United States mail,  postage prepaid,  and addressed to each
holder of record at his address appearing on the books of the Corporation.

     12.  Amendments.  Upon  receiving  the  consent of the  holders of at least
two-thirds of the Preferred Stock then outstanding, the Corporation may amend or
modify any of the foregoing  rights,  privileges and preferences with respect to
the shares of Preferred Stock.

     THE UNDERSIGNED  President and Secretary of eNote.Com,  Inc., hereby make
this certificate,  declaring and certifying that this is the duly authorized act
and  deed  of the  Corporation  and  the  facts  herein  stated  are  true,  and
accordingly have hereunto set their hand this 5th day of April, 1999.

eNote.Com, Inc.
a Delaware corporation

By: /s/ Sally A. Fonner                           /s/ Sally A. Fonner
--------------------------                        --------------------------
Sally A. Fonner, President                        Secretary

<PAGE>

                          CERTIFICATE OF CORRECTION OF
                            CERTIFICATE OF RENEWAL OF
                            WEBCOR ELECTRONICS, INC.


               WEBCOR  ELECTRONICS,  INC., a corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

               DOES HEREBY CERTIFY:

               1.     The name of the corporation is WEBCOR ELECTRONICS, INC.

               2.     A Certificate  of Renewal (the  "Certificate  of Renewal")
was filed with the  Secretary  of State of the State of Delaware on December 26,
1996, which contains an inaccurate record of the corporate action taken therein,
and said Certificate of Renewal  requires  correction as permitted by subsection
(f) of Section 103 of the General Corporation Law of the State of Delaware.

               3.     The  Certificate  of Renewal  incorrectly  states that the
Certificate  of Renewal was filed by authority of the duly elected  directors of
the  Corporation in accordance  with the laws of the State of Delaware,  when in
fact the filing had not been so  authorized  because  there were no  officers or
directors available.

               4.     The  Certificate of Renewal is therefore null and void and
of no effect.

               WEBCOR   ELECTRONICS,   INC.  has  caused  this   Certificate  of
Correction to be signed by its sole director (there being no authorized officers
of the corporation available) as of the 30th day of March, 1999.


                                                   WEBCOR ELECTRONICS, INC.



                                                   By: /s/ Sally A. Fonner
                                                      -----------------------
                                                   Name:  Sally A. Fonner
                                                   Title: Sole Director

<PAGE>

                           CERTIFICATE FOR RESTORATION

               RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION

                             Pursuant to Section 312
                         of the General Corporation Law
                            of the State of Delaware

               WEBCOR   ELECTRONICS,   INC.,   a   Delaware   corporation   (the
"Corporation"),  the  certificate  of  incorporation  of which  was filed in the
office of the Secretary of State on the 3rd day of December, 1971 and thereafter
voided for non-payment of taxes,  now desires to procure a restoration,  renewal
and  revival  of its  certificate  of  incorporation,  and hereby  certifies  as
follows:

               1.     The   existing   name  of  the   Corporation   is   WEBCOR
ELECTRONICS, INC. which is the name the Corporation bore when its certificate of
incorporation expired.

               2.     The registered  office of the  Corporation in the State of
Delaware is located in Sussex  County at 25  Greystone  Manor,  Lewes,  Delaware
19958.  The name of the registered  agent of the Corporation is Harvard Business
Services, Inc.

               3.     The   renewal   and   revival   of  the   certificate   of
incorporation of the Corporation is to be perpetual.

               4.     The  Corporation  was duly organized under the laws of the
State of Delaware and carried on the business  authorized by its  certificate of
incorporation  until  the  1st  day of  March  A.D.  1991,  at  which  time  its
certificate of  incorporation  became  inoperative  and void for  non-payment of
taxes.  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,  which  directors  were  elected in the manner  provided  in
Section 312(b) of the General Corporation Law of the State of Delaware.

               IN WITNESS  WHEREOF,  the Corporation has caused this Certificate
for  Restoration,  Renewal and Revival of the Certificate of Incorporation to be
executed  by its sole  director  (there  being  no  authorized  officers  of the
Corporation available) as of the 30th day of March, 1999.



                                                    By: /s/ Sally A. Fonner
                                                       -----------------------
                                                    Name:  Sally A. Fonner
                                                    Title: Sole Director

<PAGE>

                                    CORRECTED
                           CERTIFICATE OF AMENDMENT OF
                                 ENOTE.COM INC.

               eNOTE.COM Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

               DOES HEREBY CERTIFY:

               1.     The name of the corporation is eNOTE.COM Inc.

               2.     A   Certificate   of  Amendment   (the   "Certificate   of
Amendment")  was filed with the  Secretary  of State of the State of Delaware on
March 31, 1999 under the previous name of the corporation,  WEBCOR  ELECTRONICS,
INC. which contains an inaccurate  record of the corporate action taken therein,
and said Certificate of Amendment requires correction as permitted by subsection
(f) of Section 103 of the General Corporation Law of the State of Delaware.

               3.     The Certificate of Amendment  incorrectly  states that the
amendments  set  forth  therein  were  approved  by  the   stockholders  of  the
corporation,  when in fact the amendment to the name of the  corporation had not
been so approved by the  stockholders  and the  reverse  stock split  referenced
therein had been approved by the  stockholders at a 12 to 1 ratio rather than at
a 6.75 to 1 ratio.

               4.     The Certificate of Amendment is therefore  amended to read
in its corrected form as follows:

                                AMENDMENT TO THE
                         CERTIFICATE OF INCORPORATION OF
                             WEBCOR ELECTRONICS, INC

                    Webcor  Electronics,   Inc.  (The  "Corporation"),
               pursuant to the requirements of the General Corporation
               Law of the  State of  Delaware,  as  amended  ("GCLD"),
               hereby certifies:

                    1.   The   amendment   to   the   Certificate   of
               Incorporation  set forth  herein  was duly  adopted  in
               accordance  with Section 242 of the GCLD by  resolution
               of the Corporation's  Board of Directors,  submitted to
               the Corporation's  stockholders for their approval, and
               approved  by  a  majority  vote  of  the  Corporation's
               stockholders at a meeting  called,  noticed and held on
               the 19th day of June,  1998 and  finalized on March 23,
               1999 after  several  adjournments  of less than 30 days
               each.

<PAGE>

                    2.  The  number  of  shares  of  the   Corporation
               outstanding at the time of such adoption and the number
               of shares  entitled to vote thereon was THREE  MILLION,
               FOUR  HUNDRED  ,  SEVENTY-SIX  THOUSAND  THREE  HUNDRED
               SEVENTY (3,476,370) shares of common stock (the "Common
               Stock").  The  holders of ONE  MILLION,  SEVEN  HUNDRED
               EIGHTY-FIVE    THOUSAND,    SIX   HUNDRED    THIRTY-ONE
               (1,785,631)  shares of Common Stock were present at the
               meeting   in  person  or  by  proxy  and  each  of  the
               amendments set forth herein was approved the holders of
               a majority of the Corporation's  issued and outstanding
               shares of Common Stock.

                    3.   The   effective   date   and   time   of  the
               Certification of Amendment shall be 5 p.m. EST on April
               2, 1999.

                    4.   Article   Fourth   of  the   Certificate   of
               Incorporation   is  hereby  amended  to  read  in  this
               entirety as follows:

                                 ARTICLE FOURTH
                               AUTHORIZED CAPITAL

                         The  Corporation  shall be authorized to
                    issue a total of Thirty Million  (30,000,000)
                    shares  of  capital   stock  which  shall  be
                    subdivided into classes as follows:

                         (a)  Twenty-five  Million   (25,000,000)
                    shares  of the  Corporation's  capital  stock
                    shall be denominated as Common Stock,  have a
                    par  value  of $.01 per  share,  and have the
                    rights,  power and  preferences  set forth in
                    this  paragraph.  The Holders of Common Stock
                    shall share  ratably,  with all other classes
                    of common  equity,  in any dividend that may,
                    from time to time,  be  declared by the Board
                    of  Directors.  No dividends may be paid with
                    respect  to   Corporation's   Common   Stock,
                    however,  until dividend  distribution to the
                    holders of Preferred Stock, if any, have been
                    paid in accordance  with the  certificate  or
                    certificates of designation  relating to such
                    Preferred  Stock. The holders of Common Stock
                    shall share  ratably,  with all other classes
                    of  common  equity,  in  any  assets  of  the
                    Corporation    that   are    available    for
                    distribution  to the holders of common equity
                    securities    of   the    Corporation    upon
                    dissolution    or    liquidation    of    the
                    Corporation.  The  holders  of  Common  Stock
                    shall be  entitled to cast one vote per share
                    on all matters that are  submitted for a vote
                    of the  stockholders.  Effective at 5:00 p.m.
                    EST on April 2, 1999, and without any further
                    action by the holders of Common  Stock of the
                    Corporation,  the THREE MILLION, FOUR HUNDRED
                    SEVENTY-SIX  THOUSAND  THREE HUNDRED  SEVENTY
                    (3,476,370)  issued and outstanding shares of
                    the   Corporation's    Common   Stock   shall
                    consolidated  or "reverse split" in the ratio
                    of one (1) new share for  every  twelve  (12)
                    shares currently

<PAGE>

                    held by a stockholder.  No fractional  shares
                    shall  be  issued  in  connection   with  the
                    reverse split and all calculations that would
                    result in the issuance of a fractional  share
                    shall  be  rounded  up to the  nearest  whole
                    number.  In addition,  no stockholder who was
                    the  owner  of at  least  100  shares  on the
                    effective  date  of  this   Amendment   shall
                    receive fewer than 100 shares of the $.01 par
                    value  Common  Stock  of the  Corporation  in
                    connection  with  the  implementation  of the
                    reverse split and all calculation  that would
                    result  in the  issuance  of  fewer  than 100
                    shares of Common Stock to such a  stockholder
                    shall be rounded up to 100 shares.

                         (b) Five Million  (5,000,000)  shares of
                    the  Corporation's  authorized  capital stock
                    shall be determined ad Preferred  Stock,  par
                    value of $.01 per share.  Shares of Preferred
                    Stock may be issued  from time to time in one
                    or more series as the Board of Directors,  by
                    resolution or  resolutions,  may from time to
                    time  determine,  each of said  series  to be
                    distinctively designated.  The voting powers,
                    preferences   and  relative,   participating,
                    optional and other  special  rights,  and the
                    qualifications,  limitations or  restrictions
                    thereof,  if any,  of  each  such  series  of
                    Preferred  Stock may differ from those of any
                    and all other  series of  Preferred  Stock at
                    any  time  outstanding,   and  the  Board  of
                    Directors   is   hereby   expressly   granted
                    authority to fix or alter,  by  resolution or
                    resolutions, the designation,  number, voting
                    powers,     preferences     and     relative,
                    participating,  optional  and  other  special
                    rights, and the  qualifications,  limitations
                    and restrictions thereof, of each such series
                    of Preferred Stock.

                                    * * * * *

               eNOTE.COM Inc. has caused this Corrected Certificate of Amendment
to be signed by its authorized officer this 3rd day of September, 1999.


                                    ENOTE.COM INC.


                                    By: /s/ Sally fonner
                                    ------------------------------
                                    Name:  Sally Fomer
                                    Title: Chief Executive Officer

<PAGE>

                       CERTIFICATE OF OWNERSHIP AND MERGER

                            MERGING ENOTE MERGER INC.

                          INTO WEBCOR ELECTRONICS, INC.

                     (Pursuant to Section 253 of the General
                    Corporation Law of the State of Delaware)

              WEBCOR ELECTRONICS, INC., a Delaware corporation (the
        "Corporation"), does hereby certify:

                      FIRST:  That the Corporation is  incorporated  pursuant to
        the General Corporation Law of the State of Delaware,

                      SECOND:  That the  Corporation  owns  all the  outstanding
        shares  of  the  capital   stock  of  ENOTE   MERGER  INC.,  a  Delaware
        corporation.

                      THIRD: That the Corporation,  by the following resolutions
        of its Board of Directors, duly adopted on September 1, 1999, determined
        to merge ENOTE MERGER INC. into itself on the terms and  conditions  set
        forth in such resolutions:

                    RESOLVED,  that  effective  upon the  filing of an
               appropriate   Certificate   of  Ownership   and  Merger
               containing  these  resolutions  with the  Secretary  of
               State of the State of  Delaware,  ENOTE  MERGER INC., a
               wholly-owned  subsidiary of the  Corporation,  shall be
               merged  with  and  into  the  Corporation  ,  with  the
               Corporation  to be  the  surviving  corporation  of the
               merger;

                    FURTHER  RESOLVED,  that at the effective  time of
               the merger the  issued  and  outstanding  shares of the
               capital  stock of ENOTE MERGER INC.  shall be canceled,
               and  no  consideration  shall  be  issued  in  exchange
               therefor.

                    FURTHER  RESOLVED,  that  pursuant  to  and at the
               effective time of the aforesaid merger, the name of the
               Corporation  shall be  changed to  "eNote.com  Inc." by
               deleting   Article   First   of  the   Certificate   of
               Incorporation  of the Corporation and inserting in lieu
               thereof a new Article First to read as follows:

                         FIRST:   The  name  of  the  corporation
                    (hereinafter  called the  "corporation  ") is
                    eNote.com Inc.

<PAGE>

                    FURTHER RESOLVED, that the Chief Executive Officer
               and the  Secretary  of  this  Corporation  be and  they
               hereby are directed to make,  execute and acknowledge a
               Certificate  of Ownership  and Merger  setting  forth a
               copy of  these  resolutions  and the  date of  adoption
               thereof  and to  file  the  same in the  office  of the
               Secretary of State of Delaware.

               IN WITNESS WHEREOF, said Webcor Electronics,  Inc. has cause this
Certificate to be signed by Sally Fonner, its Chief Executive Officer,  this 3rd
day of September 1999.


                                            WEBCOR ELECTRONICS, INC.



                                            By: /s/ Sally Fonner
                                            --------------------------
                                            Sally Fonner
                                            Chief Executive Officer

<PAGE>

                  CORRECTED CERTIFICATE OF OWNERSHIP AND MERGER

                            MERGING ENOTE MERGER INC.

                          INTO WEBCOR ELECTRONIC, INC.

        eNOTE.COM Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware

        DOES HEREBY CERTIFY:

        1. The name of the corporation is eNOTE.COM INC.

        2. A Certificate  of Ownership and Merger ( the "Merger") was filed with
the  Secretary  of State of the State of  Delaware  on  September  3, 1999 which
contains an inaccurate record of the corporation action taken therein,  and said
Merger requires  correction as permitted by subsection (f) of Section 103 of the
General Corporation Law of the State of Delaware.

        3.  The  Merger  incorrectly  states  that  the  adoption  date  of  the
resolution  of the Board of Directors  was  September  1, 1999 and  reference is
incorrectly made in the resolution to a Secretary.

        4. The  Merger is  therefore  amended to read in its  corrected  form as
follows:

                       CERTIFICATE OF OWNERSHIP AND MERGER

                            MERGING ENOTE MERGER INC.

                          INTO WEBCOR ELECTRONICS, INC.

                     (Pursuant to Section 253 of the General
                    Corporation law of the State of Delaware)

               WEBCOR   ELECTRONICS,   INC.,   a   Delaware   corporation   (the
"Corporation"), does hereby certify:

               FIRST:  That the  Corporation  is  incorporated  pursuant  to the
General Corporation Law of the State of Delaware.

               SECOND:  That the Corporation owns all of the outstanding  shares
of the capital stock of ENOTE MERGER INC., a Delaware corporation.

               THIRD: That the Corporation,  by the following resolutions of its
Board of Directors, duly adopted on September 3, 1999, determined to merge ENOTE
MERGER  INC.  into  itself  on  the  terms  and  condition  set  forth  in  such
resolutions:

<PAGE>

                    RESOLVED,  that  effective  upon the  filing of an
               appropriate   Certificate   of  Ownership   and  Merger
               containing  these  resolutions  with the  Secretary  of
               State of the State of  Delaware,  ENOTE  MERGER INC., a
               wholly-owned  subsidiary of the  Corporation,  shall be
               merged  with  and  into  the   Corporation,   with  the
               Corporation  to be  the  surviving  corporation  of the
               merger;

                    FURTHER  RESOLVED,  that at the effective  time of
               the merger the  issued  and  outstanding  shares of the
               capital  stock of ENOTE MERGER INC.  shall be canceled,
               and  no  consideration  shall  be  issued  in  exchange
               therefor.

                    FURTHER  RESOLVED,  that  pursuant  to  and at the
               effective time of the aforesaid merger, the name of the
               Corporation  shall be  changed to  "eNote.com  Inc." by
               deleting   Article   First   of  the   Certificate   of
               Incorporation  of the Corporation and inserting in lieu
               thereof a new Article First to read as follows:

                         FIRST:   The  name  of  the  corporation
                    (hereinafter  called the  "corporation  ") is
                    eNote.com Inc.

                    FURTHER RESOLVED, that the Chief Executive Officer
               of this  Corporation be and is hereby directed to make,
               execute and  acknowledge a Certificate of Ownership and
               Merger  setting forth a copy of these  resolutions  and
               the date of  adoption  thereof  and to file the same in
               the office of the Secretary of State of Delaware.

               IN WITNESS WHEREOF, said Webcor Electronics,  Inc. has cause this
Certificate to be signed by Sally Fonner, its Chief Executive Officer,  this 3rd
day of September, 1999.


                                            WEBCOR ELECTRONICS, INC.



                                            By: /s/ Sally Fonner
                                               ------------------------
                                               Sally Fonner
                                               Chief Executive Officer