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                            CERTIFICATE OF INCORPORATION
                                          
                                         OF
                                          
                                    REFRACO INC.
                                          
                            ----------------------------
                                          
     FIRST.  The name of the Corporation is Refraco Inc.

     SECOND.  The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the city of Wilmington, County of New Castle. 
The name of its registered agent at such address is CSC The United States
Corporation Company.

     THIRD.   The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
law of the State of Delaware.

          FOURTH.   (1)  The Corporation is authorized to issue two classes of
shares designated respectively, "Common Stock" and "Preferred Stock."  The
aggregate number of shares of capital stock which the Corporation is authorized
to issue is Three Thousand (3,000) shares, consisting of Five Hundred (500)
shares of Common Stock, $.01 par value, and Two Thousand Five Hundred (2,500)
shares of Preferred Stock, $.01 par value.

                    (2)  The Board of Directors is expressly authorized to
provide for the issue of all or any shares of the Preferred Stock in one or more
series, and to fix the number of shares and to determine or alter, for each such
series, such powers, designations, preferences and relative, participating,
optional or other rights and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issue of such series (a
"Preferred Stock Designation") and as may be permitted by the General
Corporation Law of the State of Delaware.  The Board of Directors is also
expressly authorized to increase or decease (but not below the number of shares
of any such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.  In case the number of shares
of any such series shall be so decreased, the shares constituting such decrease
shall resume the status which they had prior to the adoption of the Preferred
Stock Designation originally fixing the number of shares of such 


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series.  The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of the capital stock of the Corporation entitled to
vote, voting together as a single class, without a separate vote of the holders
of the Preferred Stock, or any series thereof, unless a vote of any such holders
is required pursuant to any Preferred Stock Designation.

     FIFTH.    The name and mailing address of the incorporator is Gregory T.
Walters, c/o Proskauer Rose Goetz & Mendelsohn LLP, 1585 Broadway, New York,
N.Y. 10036.

     SIXTH.  Election of directors need not be by written ballot.

     SEVENTH.  The Board of Directors is authorized to adopt, amend, or repeal
the By-Laws of the Corporation.

     EIGHTH.  Any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee, or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
incorporator, employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including an employee
benefit plan), shall be entitled to be indemnified by the Corporation to the
full extent then permitted by law against expenses (including counsel fees and
disbursements), judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan), and amounts paid in settlement
incurred by him in connection with such action, suit, or proceeding.  Such right
of indemnification shall inure whether or not the claim asserted is based on
matters which antedate the adoption of this Article EIGHTH.  Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, partner, trustee, or agent and shall inure to
the benefit of the heirs and personal representatives of such a person.  The
indemnification provided by this Article EIGHTH shall not be deemed exclusive 
of any other rights which may be provided now or in the future under any 

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provision currently in effect or hereafter adopted of the By-Laws, by any 
agreement, by vote of stockholders, by resolution of disinterested directors, 
by provision of law, or otherwise.

     NINTH.  No director of the Corporation shall be liable to the Corporation
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that this provision does not eliminate the liability of the
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware Code or (iv) for any transaction from
which the director derived an improper personal benefit.  For purposes of the
prior sentence, the term "damages" shall, to the extent permitted by law,
include without limitation, any judgment, fine, amount paid in settlement,
penalty, punitive damages, excise or other tax assessed with respect to an
employee benefit plan, or expense of any nature (including, without limitation,
counsel fees and disbursements).  Each person who serves as a director of the
Corporation while this Article NINTH is in effect shall be deemed to be doing so
in reliance on the provisions of this Article NINTH, and neither the amendment
or repeal of this Article NINTH nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article NINTH, shall apply
to or have any effect on the liability or alleged liability of any director of
the Corporation for, arising out of, based upon, or in connection with any acts
or omissions of such director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision.  The provisions of this Article NINTH are
cumulative and shall be in addition to and independent of any and all other
limitations on or eliminations of the liabilities of directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.

     TENTH.  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
way 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 provisions of Section 291 of Title 8 of the 


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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 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.


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     IN WITNESS WHEREOF, I have made, signed, and sealed this Certificate of
Incorporation this 11th day of April 1997.



                              /s/ Gregory T. Walters
                              ----------------------
                              Gregory T. Walters, 
                              Sole Incorporator