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                                                                      EXHIBIT 3


                      SPECIALTY CHEMICAL RESOURCES, INC.
                      ----------------------------------


  CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS, PROVIDING FOR AN
  ISSUE OF 3,500 SHARES OF CUMULATIVE CONVERTIBLE PREFERRED STOCK, $.01 PAR
  VALUE, DESIGNATED "CUMULATIVE CONVERTIBLE PREFERRED STOCK"


  We, Edwin M. Roth, President, and George Aronoff, Secretary, of Specialty
Chemical Resources, Inc., (hereinafter referred as the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, in accordance with the provisions of Section 151 thereof, do
hereby certify:

  That pursuant to authority conferred upon the Board of Directors by its
Certificate of Incorporation, as amended, said Board of Directors, by unanimous
vote at a meeting of the Board of Directors on October 2, 1995, duly authorized
and adopted the following resolution providing for the issuance of a series of
Preferred Stock, $.01 par value, to be designated "Cumulative Convertible
Preferred Stock":

  "RESOLVED, that an issue of a series of Preferred Stock, to consist of 3,500
shares, designated Cumulative Convertible Preferred Stock, $.01 par value, is
hereby provided for and the powers, designations, preferences, and rights, and
the qualifications, limitations and restrictions thereof are hereby fixed as
follows:

  1. Dividend Rate.
     --------------

      (a)   Dividends on each share of the Cumulative Convertible Preferred 
  Stock shall accrue from the date of its original issue at a rate of $7.50 
  per annum per share (the "Rate").  Such dividends shall be cumulative from 
  the date of such original issue and shall be payable, when and as declared 
  by the Board of Directors, out of funds legally available for such purpose, 
  on January 1, April 1, July 1, and October 1, of

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  each year, commencing January 1,1996, (each such date being hereinafter
  called individually a "Dividend Payment Date" and collectively the "Dividend
  Payment Dates"), except that if any such date is a Saturday, Sunday or legal
  holiday then such dividend shall be payable on the first immediately
  succeeding calendar day which is not a Saturday, Sunday or legal holiday. 
  Each such dividend shall be paid to the holders of record of shares of the
  Cumulative Convertible Preferred Stock as they appear on the books of the
  Corporation on such record dates, not exceeding 60 days nor fewer than ten
  days preceding the payment dates thereof, as shall be fixed by the Board of
  Directors of the Corporation.  Dividends in arrears may be declared and paid
  at any time, without reference to any regular Dividend Payment Date, to
  holders of record on such date, not exceeding 60 days preceding the payment
  date thereof, as may be fixed by the Board of Directors of the
  Corporation.

      (b)   So long as any shares of the Cumulative Convertible Preferred Stock
  are outstanding, no dividend or distribution (other than a dividend or
  distribution paid in Common Stock or in any other stock of the Corporation
  ranking junior to the Cumulative Convertible Preferred Stock) shall be
  declared or paid or set aside for payment upon the Common Stock or upon any
  other stock of the Corporation ranking junior to the Cumulative Convertible
  Preferred Stock, nor shall any Common Stock or any other stock of the
  Corporation ranking junior to the Cumulative Convertible Preferred Stock be
  redeemed, purchased or otherwise acquired for any consideration (or any
  monies be paid to or made available for a sinking fund for the redemption of
  any shares of any such stock) by the Corporation unless, in each case,

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   the full cumulative dividends required to have been paid to date on all
   outstanding shares of the Cumulative Convertible Preferred Stock shall have
   been paid.

      (c)  Dividends payable on the Cumulative Convertible Preferred Stock for
  any full quarterly period shall be computed by dividing the Rate by four.
  Dividends payable on the Cumulative Convertible Preferred Stock for the
  initial dividend period or any period less than a full quarterly period
  shall be computed on the basis of a 365 day year.

  2. Redemption.
     -----------

      (a)   The shares of Cumulative Convertible Preferred Stock will not be
  redeemable, either in whole or in part, prior to October 6, 1998.  Such
  shares may be redeemed thereafter at the redemption price of $100 per share,
  plus an amount equal to accrued and unpaid dividends thereon (the total sum
  so payable on any such redemption being herein referred to as the "Redemption
  Price").

      (b)   Upon November 6, 2000, (the "Mandatory Redemption Date") the
  Corporation shall redeem all outstanding Cumulative Convertible Preferred
  Stock by paying in cash therefor an amount per share equal to the Redemption
  Price.  The Optional Redemption Date and the Mandatory Redemption Date will
  collectively be referred to herein as a "redemption date."

      (c)   The term "Accrued and Unpaid Dividends" shall mean a sum equal to
  $7.50 per share per annum from the date from which dividends on the shares of
  the Cumulative Convertible Preferred Stock accrued to and including the
  redemption date, less the aggregate amount of all dividends theretofore paid
  thereon.



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      (d)   In the event the Corporation shall redeem shares of the Cumulative
  Convertible Preferred Stock, notice of such redemption shall be given by
  registered mail, not less than ten nor more than sixty days prior to the
  redemption date, to each holder of record of the shares to
  be redeemed, at such holder's address as the same appears on the books of
  the Corporation.  Each such notice shall state:  (i) the redemption date;
  (ii) the number of shares of the Cumulative Convertible Preferred Stock to be
  redeemed and, if fewer than all the shares held by such holder are to be
  redeemed, the number of such shares to be redeemed from such holder; (iii)
  the place or places where certificates for such shares are to be surrendered
  for payment of the Redemption Price; (iv) that shares of Cumulative
  Convertible Preferred Stock called for redemption may be converted at any
  time before the close of business on the third day before the redemption
  date; (v) the conversion price: and (vi) that dividends on the shares to be
  redeemed will cease to accrue on such redemption date.  In case of the
  redemption of only a part of the Cumulative Convertible Preferred Stock at
  the time outstanding, such redemption shall be made pro rata as nearly as
  practicable, according to the number of shares then held by the respective
  holders, with adjustment to the extent practicable to equalize for any prior
  redemptions, provided that only full shares shall be selected for redemption.

      (e)   Upon notice having been mailed as aforesaid, from and after the 
  close of business on the redemption date (unless default shall be made by the
  Corporation in making payment of the Redemption Price of the shares called
  for redemption), dividends on the shares of the Cumulative Convertible
  Preferred Stock so called for redemption shall cease to accrue, and said
  shares shall no longer be deemed to be



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  outstanding, and all rights of the holders thereof as stockholders of the
  Corporation (except the right to receive from the Corporation the Redemption
  Price) shall cease. Upon surrender in accordance with said notice of the
  certificates for any shares so redeemed (properly endorsed or assigned for
  transfer, if the Board of Directors of the Corporation shall so require and
  the notice shall so state), such shares shall be redeemed by the Corporation
  at the Redemption Price aforesaid.

      (f)  So long as any shares of Cumulative Convertible Preferred Stock
  remain outstanding, any shares of the Cumulative Convertible Preferred Stock
  which shall at any time have been redeemed by the Corporation shall, upon
  such redemption, be retired and thereafter may not be reissued except as 
  part of a particular series of preferred stock ranking junior to the
  Cumulative Convertible Preferred Stock.  
 
     (g)  Notwithstanding the foregoing provisions of this paragraph 2, 
 unless the full cumulative dividends required to have been paid to date on all
 outstanding shares of the Cumulative Convertible Preferred Stock shall have
 been paid no shares of the Cumulative Convertible Preferred Stock shall be
 redeemed unless all outstanding shares of the Cumulative Convertible Preferred
 Stock are simultaneously redeemed, and the Corporation shall not purchase or
 otherwise acquire any shares of the Cumulative Convertible Preferred Stock.  
        
  3. Conversion.
     -----------

      (a)   The holder of any share of the Cumulative Convertible Preferred 
  Stock at his option may at any time (except that if any such share shall 
  have been called for redemption, then, as to such share, such right shall 
  terminate at the close of





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  business on the third day before the date fixed for such redemption, unless
  default shall be made by the Corporation in the payment of the redemption
  price of the shares called for redemption) convert such share into a number
  of fully paid and non-assessable shares of Common Stock determined pursuant
  to paragraph 3(d).  Such right shall be exercised by the surrender of the
  share so to be converted to the Corporation at any time during normal
  business hours at the office or agency then maintained by it for payment of
  dividends on the shares of the Cumulative Convertible Preferred Stock (which
  may be the Corporation's principal place of business) (the "Payment Office"),
  accompanied by written notice to the Corporation of such holder's election to
  convert and (if so required by the Corporation or any conversion agent) by an
  instrument of transfer, in form satisfactory to the Corporation and to any
  conversion agent, duly executed by the registered holder or by his duly
  authorized attorney, and transfer tax stamps or funds therefor, if    
  required pursuant to paragraph 3(i).

      (b)   As promptly as practicable after the surrender for conversion of any
  share of the Cumulative Convertible Preferred Stock in the manner provided in
  paragraph 3(a) and the payment in cash of any amount required by the
  provisions of paragraph 3(i), the Corporation will deliver or cause to be
  delivered at the Payment Office to or upon the written order of the holder of
  such share, certificates representing the number of full shares of Common
  Stock issuable upon such conversion, issued in such name or names as such
  holder may direct in accordance with and subject to the terms and conditions
  of the Stock Purchase Agreement dated as of October 6, 1995, between the
  Corporation and the original holders of the





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  Cumulative Convertible Preferred Stock. Such conversion shall be deemed to
  have been made immediately prior to the close of business on the date of such
  surrender of the share in proper order for conversion, and all rights of the
  holder of such share as a holder of such share shall cease at such time and
  the person or persons in whose name or names the certificates for such shares
  of Common Stock are to be issued shall be treated for all purposes as having
  become the record holder or holders thereof at such time and such conversion
  shall be at the Conversion Price (as defined in paragraph 3(d)) in effect at
  such time; provided, however, that any such surrender and payment on any date
  when the stock transfer books of the Corporation shall be closed shall
  constitute the person or persons in whose name or names the certificates for
  such shares of Common Stock are to be issued as the record holder or holders
  thereof for all purposes immediately prior to the close of business on the
  next succeeding day on which such stock transfer books are opened and such
  conversion shall be at the Conversion Price in effect at such time on such
  succeeding day.  

      If the last day for the exercise of the conversion right shall be other 
  than a day on which the stock transfer books of the Corporation are open, 
  then such conversion right may be exercised on the next succeeding day on 
  which such stock transfer books are opened.  

      (c)   No adjustments in respect of dividends shall be made upon the 
  conversion of any share of the Cumulative Convertible Preferred Stock;
  provided, however, that if a share shall be converted subsequent to the
  record date for any Dividend Payment Date but on or prior to such Dividend
  Payment Date, the registered holder of such share at the close of business on
  such record date shall be entitled to receive the dividend payable on such    
  share on such Dividend Payment





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  Date notwithstanding the conversion thereof or the Corporation's default in
  payment of the dividend due on such Dividend Payment Date.  

      (d)   The initial conversion price ("Conversion Price") shall be $5.00 
  per share of the Common Stock (equivalent to a conversion rate of 20 shares
  of Common Stock for each share of the Cumulative Convertible Preferred
  Stock).  The Conversion Price shall be subject to adjustment as       
  follows:

           (i)   In case the Corporation shall (A) pay a dividend or make a
      distribution on its Common Stock in shares of its capital stock (whether
      in shares of Common Stock or of capital stock of any other class), (B)
      subdivide its outstanding shares of Common Stock into a greater number of
      shares, (C) combine its outstanding shares of Common Stock into a smaller
      number of shares, or (D) issue by reclassification (including any
      reclassification in connection' with a merger or consolidation in which
      the Corporation is the continuing corporation) of its shares of Common
      Stock any shares of capital stock of the Corporation, then the Conversion
      Price in effect immediately prior to such action shall be adjusted so
      that the holder of any share of the Cumulative Convertible Preferred
      Stock thereafter surrendered for conversion shall be entitled to receive
      the number and kind of shares of capital stock which such holder would
      have owned immediately following such action had such share been
      converted immediately prior thereto.  An adjustment made pursuant to this
      subparagraph (i) shall become effective immediately after the record date
      in the case of a dividend or distribution and shall become effective
      immediately after the effective date in the case of a



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      subdivision, combination or reclassification.  If, as a result of an
      adjustment made pursuant to this subparagraph (i), the holder of any
      share thereafter surrendered for conversion shall become entitled to
      receive shares of two or more classes of capital stock of the
      Corporation, the Board of Directors or a duly authorized committee
      thereof (whose determination shall be conclusive) shall determine the
      allocation of the adjusted Conversion Price between or among shares of
      such classes of capital stock.  After such allocation, the Conversion
      Price of each class of capital stock shall thereafter be subject to
      adjustment in a manner and on terms as nearly equivalent as practicable
      to those applicable to Common Stock under this paragraph 3.

           (ii)   In case the Corporation shall issue rights or warrants to 
      all holders of its Common Stock entitling them to subscribe for or
      purchase shares of Common Stock (or securities convertible into Common
      Stock) at a price per share less than the current market price per share
      (as determined pursuant, to subparagraph (v) below) of the Common Stock
      on the record date mentioned below, the Conversion Price shall be
      adjusted so that the same shall equal the price determined by multiplying
      the Conversion Price in effect immediately prior to the date of issuance
      of such rights or warrants by a fraction of which the numerator shall be
      the number of shares of Common Stock outstanding immediately prior to the
      issuance of such rights or warrants plus the number of shares of Common
      Stock which the aggregate offering price of the total number of shares of
      Common Stock so offered (or the aggregate Conversion Price of the
      convertible securities so offered) would 




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      purchase at such current market price per share of Common Stock, and of
      which the denominator shall be the number of shares of Common Stock
      outstanding immediately prior to the issuance of such rights or warrants
      plus the number of additional shares of Common Stock offered for
      subscription or purchase (or into which the convertible securities so
      offered are convertible). Such adjustment shall become effective
      immediately after the record date for the determination of stockholders
      entitled to receive such rights or warrants. In case any rights or
      warrants on account of which any adjustment is required to be made
      pursuant to this subparagraph (ii) are issued for consideration, the
      offering price of the shares to be issued upon exercise of any such right
      or warrant shall be deemed to include such consideration as well as the
      additional consideration to be received by the Corporation upon the
      exercise of such right or warrant (determined as provided in subparagraph
      (iv) below). In case any rights or warrrants on account of which any
      adjustment has been made pursuant to this paragraph (ii) expire without
      having been exercised, the Conversion Price shall be further adjusted
      effective immediately after such expiration, so that such Conversion
      Price shall equal the same Conversion Price as would have obtained had
      the adjustment which was made upon the issuance of such rights or
      warrants been made on the basis that the offering of additional shares of
      Common Stock (or securities convertible into Common Stock) for
      subscription or purchase related solely to those shares of additional
      Common Stock (or securities convertible into Common Stock) actually
      subscribed for or purchased.

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           (iii)   In case the Corporation shall distribute to holders of its 
      Common Stock on account of its Common Stock any evidences of its
      indebtedness or assets (excluding any cash dividends or other cash
      distributions out of funds legally available therefor, or distributions
      referred to in subparagraph (i) above) or rights, options or warrants to
      subscribe for securities of the Corporation (excluding those referred to
      in subparagraph (ii) above), or any other securities of the Corporation
      other than Common Stock, then in each such case the Conversion Price
      shall be adjusted so that the same shall equal the price determined by
      multiplying the Conversion Price in effect immediately prior to the date
      of such distribution by a fraction of which the numerator shall be the
      current market price per share (determined as provided in subparagraph
      (v) below) of the Common Stock on the record date mentioned below less
      the then fair market value (as determined by the Board of Directors of
      the Corporation or a duly authorized committee thereof, whose
      determination shall be conclusive) on such record date of the assets,
      evidences of indebtedness, options, rights or warrants or other
      securities applicable to one share of Common Stock, and of which the
      denominator shall be such current market price per share of Common Stock
      on such record date.  Such adjustment shall become effective immediately
      after the record date for the determination of stockholders entitled
      to receive such distribution.  

           (iv)   For purposes of any computation respecting consideration 
      received pursuant to subparagraph (ii) above, the following shall apply:




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              (a)  In the case of the issuance of shares of Common Stock for 
         cash, the consideration shall be the amount of such cash, provided
         that in no case shall any deductions be made for any commissions,
         discounts or other expenses incurred by the Corporation for any
         underwriting of the issue or otherwise in connection therewith;

              (b)  In the case of the issuance of shares of Common Stock for a
         consideration in whole or in part other than cash, the consideration
         other than cash shall be deemed to be the fair market value thereof as
         determined by the Board of Directors (irrespective of the accounting   
         treatment thereof), whose determination shall be conclusive; and

              (c)  In the case of the issuance of securities convertible into or
         exchangeable for shares of Common Stock, the aggregate consideration
         received therefor shall be deemed to be the consideration received by
         the Corporation for the issuance of such securities plus the
         additional consideration, if any, to be received by the Corporation
         upon the conversion or exchange thereof (the consideration in each
         case to be determined in the same manner as provided in subparagraphs
         (a) and (b) of this subsection (iv)).

           (v)   For the purpose of any computation under subparagraph (ii) 
      and (iii) above, the current market price per share of Common Stock on
      any date shall be deemed to be the average of the daily closing prices of
      the Common Stock for the 30 most recent consecutive trading days
      commencing no more than 45 trading days before the day in question. The
      closing price for each day shall be the closing price on the American
      Stock Exchange, or, in case no such reported sales take place on such
      day, the average of the reported closing bid and asked quotations on the
      American Stock Exchange, or, if the Common Stock is not listed on such
      Exchange or no such quotations are available, the last sales price in the
      over-the-counter market reported by the National Association of
      Securities Dealers Automated Quotations System, or if not reported by
      such System, the average of the high bid and low asked



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<PAGE>   13
      quotations in the over-the-counter market as reported by National
      Quotation Bureau, incorporated, or any similar organization, or if no
      such quotations are available, the fair market price as determined by the
      Board of Directors of the Corporation (whose determination shall be
      conclusive).

           (vi) In any case in which this paragraph 3(d) shall require that an
      adjustment be made immediately, retroactive to a record date, the
      Corporation may elect to defer (but only until five business days
      following the mailing by the Corporation of the notice described in
      paragraph 3(d)(viii) below) issuing to the holder of any share converted
      after such record date the excess number of (a) the shares of Common
      Stock and other capital stock of the Corporation issuable upon such
      conversion (after adjustment) over (b) the shares of Common Stock and
      other capital stock of the Corporation issuable upon such conversion only
      on the basis of the conversion price prior to adjustment.  In any case in
      which this paragraph 3(d) shall require that an adjustment be made
      immediately following an expiration date for any warrants or rights
      issued to all holders of the Corporation's Common Stock, the Corporation
      may elect to defer (but only until five business days following the
      mailing by the Corporation of the notice described in paragraph
      3(d)(viii) below) issuing to the holder of any share converted after such
      expiration date all shares of Common Stock and other capital stock of
      the Corporation issuable upon such conversion.

           (vii)   No adjustment in the Conversion Price shall be required 
      unless such adjustment would require an increase or decrease of at 
      least 1% in such




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      price; provided, however, that any adjustments which by reason of this
      subparagraph (vii) are not required to be made shall be carried forward
      and taken into account in any subsequent adjustment.  All calculations
      under this paragraph 3 shall be made to the nearest cent or to the
      nearest one-hundredth of a share, as the case may be.  

           (viii)   Whenever the Conversion Price is adjusted as herein 
      provided, the Corporation shall promptly (a) file at the Payment Office a
      certificate duly signed by an officer of the Corporation setting forth
      the Conversion Price after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment, which certificate shall
      be conclusive evidence of the correctness of such adjustment, and (b)
      mail or cause to be mailed a notice of such adjustment in the Conversion
      Price to the holders of shares of the Cumulative Convertible Preferred
      Stock at their last addresses as they shall appear upon the books of
      the Corporation.

           (ix)   The term "Common Stock" shall mean the Corporation's Common 
      Stock, par value $.10, as the same exists at the date of filing of the
      Certificate of Powers, Designations, Preferences and Rights with respect
      to the Cumulative Convertible Preferred Stock or any other class of stock
      resulting from successive changes or reclassifications of such Common
      Stock consisting solely of changes in par value, or from par value to no
      par value, or from no par value to par value.  In the event that at any
      time as a result of an adjustment made pursuant to this paragraph 3(d),
      the holder of any share thereafter surrendered for conversion shall
      become entitled to receive




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      any shares of the Corporation other than shares of its Common Stock,
      thereafter the Conversion Price of such other shares so receivable upon
      conversion of any share shall be subject to adjustment from time to time
      in a manner and on terms as nearly equivalent as practicable to the
      provisions with respect to Common Stock contained in subparagraphs (i)
      through (viii) above, and the provisions of paragraphs 3(a) through (c)
      and paragraphs 3(e) through (k) with respect to the Common Stock shall
      apply on like or similar  terms to any such other shares.

      (e)   No fractional shares of stock shall be issued upon the conversion of
  any share or shares of the Cumulative Convertible Preferred Stock.  In lieu
  of any fractional share which would otherwise be issuable, the Corporation
  shall adjust such fractional interest by payment to the holder of such
  surrendered share or shares of an amount in cash equal (computed to the
  nearest cent) to the current market value of such fractional interest,
  computed on the basis of the closing price of the Common Stock on the
  American Stock Exchange on the trading day prior to the date of conversion,
  or, in case no such reported sale takes place on such day, the average of the
  reported closing bid and asked quotations on the American Stock Exchange, or,
  if the Common Stock is not listed on such Exchange or no such quotations are
  available, the last sales price in the over-the-counter market reported by
  the National Association of Securities Dealers Automated Quotations System,
  or if not reported by such System, the average of the high bid and low asked
  quotations in the over-the-counter market as reported by National Quotation
  Bureau, incorporated, or any similar organization, or if no such quotations
  are available, the fair market price




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  as determined by the Board of Directors of the Corporation (whose 
  determination shall be conclusive).

      (f)   If any of the following shall occur, namely:

           (i)   any consolidation or merger to which the Corporation is a 
      party, other than a consolidation or a merger in which the Corporation is
      a continuing or surviving Corporation and which does not result in any
      reclassification of, or change (other than a change in par value or from
      par value to no par value or from no par value to par value, or as a
      result of a subdivision or combination)   in, outstanding shares of the
      Common Stock; or

           (ii)   any sale or transfer to another corporation of all or 
      substantially all of the assets of the Corporation;

  then the holder of each share then outstanding shall have the right to
  convert such share into the kind and amount of shares of stock and/or other
  securities and property receivable upon such consolidation, merger, sale or
  conveyance by a holder of the number of shares of Common Stock issuable upon
  conversion of such share immediately prior to such consolidation, merger,
  sale or conveyance, subject to adjustments which shall be as nearly
  equivalent as may be practicable to the adjustments provided for in this
  paragraph.  The provisions of this paragraph 3(f) shall similarly apply to
  successive consolidations, mergers, sales or conveyances.

      (g)   The Corporation covenants that it will at all times reserve and keep
  available, solely for the purpose of issue upon conversion of the shares of
  the Preferred Stock, the full number of shares of Common Stock as shall be
  issuable upon the conversion of all such outstanding shares, provided that
  nothing contained




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      herein shall be construed to preclude the Corporation from satisfying its
      obligations in respect of the conversion of any shares of the Cumulative
      Convertible Preferred Stock by delivery of repurchased shares of Common
      Stock which are held in the treasury of the Corporation.

           The Corporation covenants that all shares of Common Stock which 
      shall be issued upon conversion of the shares will upon issue be fully
      paid and nonassessable and not subject to preemptive rights.  

           (h)   Before taking any action which would cause an adjustment 
      reducing the Conversion Price below the then par value of the Common
      Stock, the Corporation will take any corporate action which may, in the
      opinion of its counsel, be necessary in order that the Corporation may
      validly and legally issue fully paid and nonassessable shares of Common
      Stock at the Conversion Price as so adjusted.

           (i)   The issuance of certificates for shares of Common Stock upon
      conversion shall be made without charge for any stamp or other similar
      tax in respect of such issuance.  However, if any such certificate is to
      be issued in a name other than that of the holder of record of the share
      or shares converted, the person or persons requesting the issuance
      thereof shall pay to the Corporation the amount of any tax which may be
      payable in respect of any transfer involved in such issuance or shall
      establish to the satisfaction of  the Corporation that such tax has been
      paid or is not payable.

           (j)   Notwithstanding anything elsewhere contained herein, any 
      funds which at any time shall have been deposited by the Corporation or
      on its behalf with any paying agent for the purpose of paying dividends
      on or the redemption price of any



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<PAGE>   18
      of the shares of the Cumulative Convertible Preferred Stock and which
      shall not be required for such purposes because of the conversion of such
      shares, as provided in this paragraph 3, shall, upon delivery to the
      paying agent of evidence satisfactory to it of such conversion, be repaid
      to the corporation by the paying agent.

           (k)  In case there shall be a voluntary or involuntary dissolution,
      liquidation or winding up of the Corporation, then the Corporation shall
      cause to be filed with any conversion agent, and shall cause to be given
      to the holders of the shares of the Cumulative Convertible Preferred
      Stock at least ten days prior to the applicable record date hereinafter
      specified, a notice of the date on which such dissolution, liquidation or
      winding up is expected to become effective, and the date as of which it
      is expected that holders of Common Stock of record shall be entitled to
      exchange their shares of Common Stock for securities or other property
      deliverable upon such dissolution, liquidation or winding up.  Failure to
      give such notice or any defect therein shall not affect the legality or
      validity of any proceedings described in this paragraph 3(k).

  4. Voting.
     -------

    Holders of the Cumulative Convertible Preferred Stock shall not be entitled
  to vote in respect of their Cumulative Convertible Preferred Stock on any
  matter submitted to the shareholders of the Corporation.




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<PAGE>   19
  5. Liquidation Rights.
     -------------------

           (a)   Upon the dissolution, liquidation or winding up of the 
      Corporation, whether voluntary or involuntary, the holders of the shares
      of the Cumulative Convertible Preferred Stock shall be entitled to
      receive out of the assets of the Corporation available for distribution
      to stockholders, before any payment or distribution shall be made on the
      Common Stock or on any other class of stock ranking junior to the
      Cumulative Convertible Preferred Stock in respect of distributions upon
      liquidation or winding up, the amount of $100 per share, plus a sum equal
      to all dividends (whether or not earned or declared) on such shares
      accrued and unpaid thereon to the date payment is made available.  

           (b) Neither the sale, lease or exchange (for cash, shares of stock, 
      securities or other consideration) of all or substantially all the
      property and assets of the Corporation nor the merger or consolidation of
      the Corporation into or with any other corporation or the merger or
      consolidation of any other corporation into or with the Corporation,
      shall be deemed to be a dissolution, liquidation or winding up, voluntary
      or involuntary, for the purposes of this paragraph 5.  

           (c)   After the payment to the holders of the shares of the 
      Cumulative Convertible Preferred Stock of the full preferential amounts 
      provided for in this




                                     -19-
<PAGE>   20
      paragraph 5, the holders of the Cumulative Convertible Preferred Stock 
      as such shall have no right or claim to any of the remaining assets of 
      the Corporation.

  6. Ranking
     -------

    With regard to rights to receive distributions upon the dissolution,
  liquidation or winding-up of the Corporation, the Cumulative Convertible
  Preferred Stock shall rank prior to the Common Stock or any other class of
  capital stock of the Corporation.  IN WiTNESS WHEREOF, Specialty Chemical
  Resources, inc. has caused this certificate to be made by its President and
  Secretary, respectively, this 6th day of October, 1995.


                                           /s/ Edwin M. Roth
                                           ------------------------------------
                                           Edwin M. Roth, President

                                        
                                           /s/ Ira C. Kaplan
                                           ------------------------------------
                                           Ira C. Kaplan, Assistant Secretary


[Seal]



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