AMENDED AND RESTATED CERTIFICATE
                  OF INCORPORATION OF FRISBY TECHNOLOGIES, INC.


       Under Sections 242 and 245 of the Delaware General Corporation Law



     The  undersigned,  Gregory S Frisby  and  Douglas J.  McCrosson,  being the
President  and  Secretary,  respectively,  of  FRISBY  TECHNOLOGIES,  INC.  (the
"Corporation")  hereby certifies that the original  Certificate of Incorporation
was filed by the  Department  of State of the State of  Delaware  on February 6,
1998 and the text of the  Certificate  of  Incorporation  is hereby  amended and
restated as follows:

     ARTICLE FIRST: The name of the corporation is FRISBY TECHNOLOGIES, INC.

     ARTICLE SECOND:  The address of the Corporation's  registered office in the
State of Delaware is 1209 Orange Street,  in the City of  Wilmington,  County of
New  Castle  and the  name  of its  registered  agent  at  such  address  is The
Corporation Trust Company.

     ARTICLE  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.

     ARTICLE FOURTH: The total number of shares which the Corporation shall have
authority to issue is Eleven  Million  (11,000,000),  consisting  of Ten Million
(10,000,000)  shares of common  stock,  par value  $.001 per share (the  "Common
Stock"),  and One Million (1,000,000) shares of preferred stock, par value $.001
per share (the "Preferred Stock"), issuable as provided hereinbelow.

     A. Preferred Stock

     1. The Preferred  Stock of the  Corporation may be issued from time to time
in one or more  series of any  number of  shares,  provided  that the  aggregate
number of shares  issued and not  cancelled in any and all such series shall not
exceed the total number of shares of Preferred Stock hereinabove authorized.

     2.  Authority is hereby vested in the Board of Directors  from time to time
to  authorize  the  issuance  of one or more series of  Preferred  Stock and, in
connection with the creation of such series, to fix by resolution or resolutions
providing  for  the  issuance  of  shares   thereof  the  rights,   preferences,
designations  and  characteristics  of  each  such  series  including,   without
limitation, the following:

     (a) the  maximum  number of shares to  constitute  such  series,  which may
subsequently  be increased  or decreased  (but not below the number of shares of
that series then  outstanding)  by  resolution  of the Board of  Directors,  the
distinctive  designation  and the stated value thereof if different than the par
value thereof;

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     (b)  whether the shares of such series  shall have  voting  power,  full or
limited, or no voting power, and if any, the terms of such voting power;

     (c) the dividend  rate,  if any, with respect to the shares of such series,
the  conditions  and dates upon  which  such  dividends  shall be  payable,  the
preference or relation which such dividends shall bear to the dividends  payable
on any other  class or  classes  or on any other  series  of  capital  stock and
whether such dividend shall be cumulative or noncumulative;

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

     (e) the relative  amounts,  if any, of payment and the  relative  rights or
preferences to receive such payments in respect of shares of such series,  which
the  holders of shares of such  series  shall be  entitled  to receive  upon the
liquidation, dissolution or winding-up of the Corporation;

     (f)  whether  or not the  shares of such  series  shall be  subject  to the
operation of a  retirement  or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption  of the shares of such series for  retirement  or to other  corporate
purposes and the terms and provisions relative to the operation thereof;

     (g) whether or not the shares of such series shall be convertible  into, or
exchangeable  for,  shares of any  other  class,  classes  or  series,  or other
securities,  whether or not issued by the Corporation,  and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting same;

     (h) the  limitations  and  restrictions,  if any, to be effective while any
shares of such  series are  outstanding  upon the  payment of  dividends  or the
making of other  distributions  on, and upon the  purchase,  redemption or other
acquisition  by the  Corporation  of,  the  Common  Stock or any other  class or
classes of stock of the Corporation  ranking junior to the shares of such series
either as to dividends or upon liquidation, dissolution or winding-up;

     (i)  the  conditions  and  restrictions,  if  any,  upon  the  creation  of
indebtedness  of the  Corporation or upon the issuance of any  additional  stock
(including  additional  shares of such  series or of any other  series or of any
other  class)  ranking on a parity with or prior to the shares of such series as
to  dividends  or  distributions  of assets  upon  liquidation,  dissolution  or
winding-up; and

     (j) any other  preference  and relative,  participating,  optional or other
special rights, and the qualifications,  limitations or restrictions thereof, as
shall not be inconsistent with law, this ARTICLE FOURTH or any resolution of the
Board of Directors pursuant hereto.

<PAGE>

     B. Common Stock

     1. The Common Stock of the  Corporation  may be issued from time to time in
any number of shares,  provided that the  aggregate  number of shares issued and
not  cancelled  shall  not  exceed  the total  number of shares of Common  Stock
hereinabove authorized.

     2. Unless  expressly  provided by the Board of Directors of the Corporation
in fixing the voting rights of any series of Preferred Stock, the holders of the
outstanding  shares of Common Stock shall  exclusively  possess all voting power
for the election of directors and for all other purposes,  each holder of record
of shares of Common  Stock  being  entitled  to one vote for each  share of such
stock standing in his name on the books of the Corporation.

     3.  Subject to the prior  rights of the holders of  Preferred  Stock now or
hereafter  granted pursuant to this ARTICLE FOURTH,  the holders of Common Stock
shall be entitled to receive,  as and when  declared by the Board of  Directors,
out of funds legally  available for that purpose,  dividends  payable  either in
cash, stock or otherwise.

     4. In the  event  of any  liquidation,  dissolution  or  winding-up  of the
Corporation, either voluntary or involuntary, after payment shall have been made
in full to the  holders of  Preferred  Stock of any amounts to which they may be
entitled,  the holders of Common  Stock shall be  entitled,  with or without the
holders of one or more classes or series of Preferred  Stock in accordance  with
the rights  granted to the class or series of Preferred  Stock held by them,  to
share,  ratably with the holders of Preferred  Stock  entitled to participate in
such distribution,  if any, in all remaining assets of the Corporation available
for distribution to its stockholders.

     ARTICLE FIFTH: The Corporation is to have perpetual existence.

     ARTICLE SIXTH:  The name and mailing address of the  incorporator is Kim K.
Schutz,  c/o Ruskin,  Moscou,  Evans & Faltischek,  P.C.,  170 Old Country Road,
Mineola, New York 11501.

<PAGE>

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

     ARTICLE  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 or series  thereof,  as the case may be, it is further
provided:

     A. 1. The  business and affairs of the  Corporation  shall be managed by or
under the  direction  of the Board of  Directors  consisting  of such  number of
directors  as  is  determined  from  time  to  time  by  resolution  adopted  by
affirmative  vote of a majority  of the  entire  Board of  Directors;  provided,
however, that in no event shall the number of directors be less than three;

     2. Any  director,  or the entire  Board of  Directors,  may be removed from
office  for cause by the Board of  Directors,  or by the  affirmative  vote of a
majority of the votes entitled to be cast by the then holders of all of the then
outstanding shares of Voting Stock, with or without cause.

     3. Except as otherwise required by law, vacancies in the Board of Directors
may be filled only by the then remaining directors;

     4. All  nominations  for candidates  for election as directors,  other than
nominations by or at the discretion of the Board of Directors, or a committee of
the Board of Directors, and all stockholder proposals to be considered at annual
meetings of the stockholders  shall be presented to the Corporation  pursuant to
the  advance  notice  procedure  set  forth  in  this  Article  VIII  Section  D
(Nominations) or Article IX Section B (Proposals).

<PAGE>

     B. In furtherance  and not  limitation of the powers  conferred by statute,
the Board of Directors is expressly authorized:

     1. To make,  alter,  amend or repeal the  By-Laws of the  Corporation.  The
holders  of shares of Voting  Stock,  to the  extent  such  power is at the time
conferred upon them by applicable law, also shall have the power to make, alter,
amend or repeal the By-Laws of the Corporation.

     2. By a majority of the whole Board of Directors,  to designate one or more
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The Board of  Directors  may  designate  one or more  directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the  committee.  The  By-Laws  may provide  that in the
absence or  disqualification  of a member of a committee,  the member or members
thereof present at any meeting and not disqualified from voting,  whether or not
he or they constitute a quorum,  may  unanimously  appoint another member of the
Board of  Directors  to act at the  meeting  in the place of any such  absent or
disqualified  member.  Any  such  committee,  to  the  extent  provided  in  the
resolution  of the Board of  Directors,  or in the  By-Laws of the  Corporation,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and affairs of the Corporation,  and
may authorize the seal of the  Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the  Certificate of  Incorporation  (except that a committee may, to
the  extent  authorized  in the  resolution  or  resolutions  providing  for the
issuance  of shares of stock  adopted by the Board of  Directors  as provided in
ARTICLE FOURTH hereof, fix the designations and any of the preferences or rights
of such shares relating to dividends, redemption,  dissolution, any distribution
of assets of the  Corporation  or the  conversion  into, or the exchange of such
shares for, shares of any other class or classes or any other series of the same
or any other class or classes of stock of the  Corporation  or fix the number of
shares of any series of stock or  authorize  the  increase  or  decrease  of the
shares of any  series),  adopting  an  agreement  of  merger  or  consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the Corporation's property and assets,  recommending to the
stockholders a dissolution of the  Corporation or a revocation of a dissolution,
or amending  the  By-Laws of the  Corporation;  and,  unless the  resolution  or
By-Laws  expressly  so  provide,  no such  committee  shall  have  the  power or
authority to declare a dividend,  to authorize the issuance of stock or to adopt
a  certificate  of ownership  and merger  pursuant to Section 253 of the General
Corporation Law of the State of Delaware.

     3. When and as authorized by the  stockholders  in accordance with statute,
to sell, lease or exchange all or  substantially  all of the property and assets
of the Corporation,  including its goodwill and its corporate  franchises,  upon
such terms and conditions and for such consideration, which may consist in whole
or in part of money or  property  including  shares  of stock in,  and/or  other
securities of, any other corporation or corporations,  as the Board of Directors
shall deem expedient and for the best interests of the Corporation.

     C. In addition to any other considerations which the Board of Directors may
lawfully take into account,  in  determining  whether to take or to refrain from
taking  corporate  action on any matter,  including  proposing any matter to the
stockholders  of the  Corporation,  the Board of Directors may take into account
the long-term as well as the  short-term  interests of the  Corporation  and its
stockholders  (including the possibility that these interests may be best served
by the continued  independence  of the  Corporation),  customers,  employees and
other  constituencies  of the  Corporation and its  subsidiaries,  including the
effect  upon  communities  in which  the  Corporation  and its  subsidiaries  do
business. In so evaluating any such determination,  the Board of Directors shall
be deemed to be performing their duties and acting in good faith and in the best
interests  of the  Corporation  within the meaning of Section 145 of the General
Corporation Law of the State of Delaware, or any successor provision.

<PAGE>

     D.  Subject to the rights of holders of any class or series of stock having
a  preference  over  the  Common  Stock  as to  dividends  or upon  liquidation,
dissolution or winding-up, nominations for the election of directors may be made
by the Board of Directors or by any holder of Voting Stock.  However, any holder
of Voting Stock may nominate one or more persons for election as directors at an
annual meeting only pursuant to the  Corporation's  notice of such meeting or if
written  notice  of  such  stockholder's  intent  to  make  such  nomination  or
nominations  has been received by the Secretary of the Corporation not less than
sixty (60) nor more than ninety (90) days prior to the first  anniversary of the
preceding year's annual meeting.  Each such notice shall set forth: (a) the name
and address of the  stockholder  who intends to make the  nomination  and of the
person or person to be nominated; (b) a representation that the stockholder is a
holder of record of Voting  Stock and intends to appear in person or by proxy at
the meeting to nominate  the person or persons  specified  in the notice;  (c) a
description of all  arrangements or  understandings  between the stockholder and
each  nominee and any other  person or persons  (naming  such person or persons)
relating to the nomination or nominations; (d) the class and number of shares of
the Corporation which are beneficially  owned by such stockholder and the person
to be  nominated  as of the date of such  stockholder's  notice and by any other
stockholders  known by such stockholder to be supporting such nominees as of the
date of such  stockholder's  notice;  (e) such other information  regarding each
nominee  proposed by such  stockholder  as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission;  and (f) the  consent of each  nominee to serve as a director of the
Corporation if so elected.

     In  addition,  in the event the  Corporation  calls a  special  meeting  of
stockholders  for the purpose of electing one or more  directors,  any holder of
Voting  Stock may  nominate  one or more  persons for election as directors at a
special  meeting  only  pursuant  to the  Corporation's  notice of meeting or if
written  notice  of  such  stockholder's  intent  to  make  such  nomination  or
nominations, setting forth the information and complying with the form described
in the immediately  preceding  paragraph,  has been received by the Secretary of
the Corporation not earlier than the ninetieth  (90th) day prior to such special
meeting and not later than the close of  business  on the later of the  sixtieth
(60th) day prior to such meeting.

     No person shall be eligible  for election as a director of the  Corporation
unless  nominated in accordance  with the  procedures  set forth in this ARTICLE
EIGHTH,  Section D. The  presiding  officer of the meeting  shall,  if the facts
warrant,  determine and declare to the meeting that the  nomination was not made
in accordance with the procedures prescribed by this ARTICLE EIGHTH,  Section D,
and  if he or she  should  so  determine,  the  defective  nomination  shall  be
disregarded.

     Elections of directors  need not be by written ballot unless the By-Laws of
the Corporation shall so provide.

<PAGE>

     ARTICLE NINTH:

     A. Meetings of the  stockholders may be held within or without the State of
Delaware,  as the By-Laws may provide.  The books of the Corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     Except  as   otherwise   required  by  law  or  by  this   Certificate   of
Incorporation,  the  holders  of not less than a majority  of the  Voting  Stock
entitled to vote at any meeting of stockholders,  present in person or by proxy,
shall  constitute  a quorum,  and the act of the holders of a majority in voting
power of the shares  present in person or by proxy and  entitled  to vote on the
subject  matter shall be deemed the act of the  stockholders.  If a quorum shall
fail to attend any meeting, the presiding officer or the stockholders present in
person or represented by proxy may adjourn the meeting to another place, date or
time. If a notice of any adjourned  special  meeting of  stockholders is sent to
all  stockholders  entitled to vote  thereat,  stating that it will be held with
one-third in voting power of the shares entitled to vote thereat  constituting a
quorum,  then except as otherwise  required by law, one-third in voting power of
the shares entitled to vote at such adjourned  meeting,  present in person or by
proxy,  shall constitute a quorum,  and, except as otherwise  required by law or
this  Certificate  of  Incorporation,  all matters  shall be  determined  by the
holders of a  majority  in voting  power of the  shares  present in person or by
proxy and entitled to vote on the subject matter, except that directors shall be
elected by a  plurality  of the votes cast at a meeting of  stockholders  by the
stockholders entitled to vote in the election.

     B.  At any  meeting  of the  stockholders,  only  such  business  shall  be
conducted  as shall  have been  properly  brought  before  such  meeting.  To be
properly bought before an annual meeting,  business must be (1) specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the Board of Directors;  (2) otherwise properly brought before the meeting by or
at the direction of the Board of Directors;  or (3) otherwise  properly  brought
before the meeting by a stockholder.  For business to be properly brought before
an annual  meeting by a  stockholder,  the  stockholders  must have given timely
notice thereof in writing to the Secretary of the  Corporation.  To be timely, a
stockholder's  notice  must be  received  not less than sixty (60) days nor more
than  ninety  (90) days  prior to the  anniversary  of the prior  year's  annual
meeting.  Each such  notice  shall set forth as to each  matter the  stockholder
proposes to bring  before the annual  meeting:  (a) a brief  description  of the
business  desired to be brought  before the annual  meeting  and the reasons for
conducting  such  business at the  meeting;  (b) the name and  address,  as they
appear on the Corporation's  books, of the stockholder  proposing such business;
(c) the  class,  series  and  number  of  shares  of the  Corporation  which are
beneficially  owned by the  stockholder;  and (d) any  material  interest of the
stockholder in such business.

     No business shall be conducted at any meeting of the stockholders except in
accordance  with the procedures set forth in this ARTICLE NINTH,  Section B. The
presiding  officer of the meeting  shall,  if the facts  warrant,  determine and
declare to the meeting that business was not properly  bought before the meeting
and in accordance  with the provisions of this ARTICLE NINTH,  Section B, and if
he or she should so determine, any such business not properly brought before the
meeting shall not be  transacted.  Nothing  herein shall be deemed to affect the
Corporation's  proxy  statement  pursuant  to Rule  14a-8  under the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     ARTICLE TENTH:  The personal  liability of the directors of the corporation
is hereby  eliminated  to the fullest  extent  permitted  by the  provisions  of
paragraph (7) of subsection (b) of ss. 102 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented.

<PAGE>

     ARTICLE ELEVENTH: The Corporation shall, to the fullest extent permitted by
the  provisions  of ss.  145 of the  General  Corporation  Law of the  State  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 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.

     ARTICLE TWELFTH: The Corporation reserves the right to amend, alter, change
or repeal any provisions contained in this Certificate of Incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.

     ARTICLE THIRTEENTH:  The Amended and Restated  Certificate of Incorporation
has  been  duly  adopted  in  accordance  with  the  provisions  of the  General
Corporation Law of the State of Delaware by the unanimous written consent of the
Board of Directors of the Corporation,  all in accordance with ss.242 and ss.245
of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Certificate of  Incorporation  and hereby affirm that the statements made herein
are true under the penalties of perjury, this 25th day of March, 1998.



                                         /s/Gregory S. Frisby
                                        ----------------------------
                                        GREGORY S. FRISBY, President



                                        /s/Douglas J. McCrosson
                                        ---------------------------
                                        DOUGLAS J. MCCROSSON, Secretary