Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           MEDICAL STERILIZATION, INC.

                Under Section 805 of the Business Corporation Law
         We, Kennard H. Morganstern and Harvey Cohen, being respectively the
President and Secretary of Medical Sterilization, Inc., hereby certify:
         (1)  The name of the Corporation is

                           MEDICAL STERILIZATION, INC.

         (2) The Certificate of Incorporation was filed on May 27, 1982 under
the name General Sterilization, Inc. Restated Certificates of Incorporation were
filed on May 12, 1983, August 5, 1983 and May 24, 1989.
         (3) The Certificate of Incorporation is amended by the addition of a
provision stating the number, designation, relative rights, preferences and
limitations of Preferred Shares of a series of the par value of $.01 per share,
as fixed by the Board of Directors before the issuance of such series, under
authority contained in the Certificate of Incorporation and as permitted by
Section 502 of the Business Corporation Law as follows:
         "1. Number of Shares. One Million (1,000,000) shares of authorized
Preferred Stock of the par value of $.01 each shall be issued in and as a series
to be designated "Series A Convertible Preferred Stock." The term Preferred
Stock, as used herein, shall include all of the shares of Preferred Stock
authorized by the Certificate of Incorporation, of which Series A Convertible
Preferred Stock is the first series.

         2.       Voting.

                  2A. General. Except as may be otherwise provided in these
terms of the Series A Convertible Preferred Stock or by law, the Series A
Convertible Preferred Stock shall vote together with all other classes and 
series of stock of the  Corporation  as a single class on all 



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actions to be taken by the  stockholders of the  Corporation.  Each share of
Series A Convertible  Preferred  Stock shall entitle the holder  thereof to such
number  of votes per share on each  such  action  as shall  equal the  number of
shares of Common Stock (including fractions of a share) into which each share of
a Series A Convertible Preferred Stock is then convertible.

                  2B. Board Size. The Corporation shall not, without the written
consent or affirmative vote of the holder of at least two-thirds of the then
outstanding shares of Series A Convertible Preferred Stock, given in writing or
by vote at a meeting, consenting or voting (as the case may be) separately as a
series, increase the maximum number of directors constituting the Board of
Directors to a number in excess of eleven (11).

                  2C. Board Seats. The holders of the Series A Convertible
Preferred Stock, voting as a separate series, shall be entitled to elect one (1)
director of the Corporation. The holders of the Common Stock, voting as a
separate class, shall be entitled to elect the remaining directors of the
Corporation. Notwithstanding the foregoing or anything else to the contrary
provided in the Restated Certificate of Incorporation, if the Corporation fails
or refuses, for any reason or for no reason, to redeem on the Redemption Date
(as defined in paragraph 7) all of the then outstanding shares of Series A
Convertible Preferred Stock in accordance with the terms and provisions of
paragraph 7, the holders of the Series A Convertible Preferred Stock, voting as
a separate series, shall be entitled to elect a majority of the directors of the
Corporation. At any meeting (or in a written consent in lieu thereof) held for
the purpose of electing directors, the presence in person or by proxy (or the
written consent) of the holders of a majority of the shares of Series A
Convertible Preferred Stock then outstanding shall constitute a quorum of the
Series A Convertible Preferred Stock for the election of directors to be elected
solely by the holders of the Series A Convertible Preferred Stock or jointly by
the holders of the Series A Convertible Preferred Stock and the Common Stock. A
vacancy in any directorship elected by the holders of the Series A Convertible
Preferred Stock shall be filled only by vote or written consent of the holders
of the Series A Convertible Preferred Stock.

         3. Dividends. The holders of the Series A Convertible Preferred Stock
shall be entitled to receive, out of funds legally available therefor, when and
if declared by the Board of Directors, quarterly dividends at the rate per annum
of $.30 per share (the "Accruing Dividends"). Accruing Dividends shall accrue
from day to day, whether or not earned or declared, and shall be cumulative from
the date of issuance of the Series A Convertible Preferred Stock.

         4. Liquidation. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of
Series A Convertible Preferred Stock shall first be entitled, before any
distribution or payment is made upon any stock ranking on liquidation junior to
the Series A Convertible Preferred Stock, to be paid an amount equal to $3.00
per share plus, in the case of each share, an amount equal to all Accruing
Dividends unpaid thereon (whether or not declared) and any other dividends
declared but unpaid thereon, computed to the date payment thereof is made
available, such amount payable with respect to one share of Series A Convertible
Preferred Stock being sometimes 


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<PAGE>

referred to as the "Liquidation Preference Payment" and with respect to all
shares of Series A Convertible Preferred Stock being sometimes referred to as
the "Liquidation Preference Payments." If upon such liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series A Convertible Preferred Stock shall
be insufficient to permit payment in full to the holders of Series A Convertible
Preferred Stock of the Liquidation Preference Payments, then the entire assets
of the Corporation to be so distributed shall be distributed ratably among the
holders of Series A Convertible Preferred Stock. Upon any such liquidation,
dissolution or winding up of the Corporation, immediately after the holders of
Series A Convertible Preferred Stock shall have been paid in full the
Liquidation Preference Payments, the remaining net assets of the Corporation
available for distribution shall be distributed ratably among the holders of
Series A Convertible Preferred Stock and Common Stock (with each share of Series
A Convertible Preferred Stock being deemed, for such purpose, to be equal to the
number of shares of Common Stock (including fractions of a share) into which
such share of Series A Convertible Preferred Stock is convertible immediately
prior to the close of business on the business day fixed for such distribution).
Written notice of such liquidation, dissolution or winding up, stating a payment
date and the place where said payments shall be made, shall be given by mail,
postage prepaid, or by telex to non-U.S. residents, not less than 20 days prior
to the payment date stated therein, to the holders of record of Series A
Convertible Preferred Stock, such notice to be addressed to each such holder at
its address as shown by the records of the Corporation. The consolidation or
merger of the Corporation into or with any other entity or entities which
results in the exchange of outstanding shares of the Corporation for securities
or other consideration issued or paid or caused to be issued or paid by any such
entity or affiliate thereof, and the sale or transfer by the Corporation of all
or substantially all its assets, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of the provision
of this paragraph 4. For purposes hereof, the Common Stock shall rank on
liquidation junior to the Series A Convertible Preferred Stock.

         5. Restrictions. At any time when shares of Series A Convertible
Preferred Stock are outstanding, except where the vote or written consent of the
holders of a greater number of shares of the Corporation is required by law or
by the Restated Certificate of Incorporation, and in addition to any other vote
required by law or the Restated Certificate of Incorporation, without the
approval of the holders of at least two-thirds of the then outstanding shares of
Series A Convertible Preferred Stock, given in writing or by vote at a meeting,
consenting or voting (as the case may be) separately as a series, the
Corporation will not:


                  5A. Create or authorize the creation of any additional class
or series of shares of stock unless the same ranks junior to the Series A
Convertible Preferred Stock as to the distribution of assets on the liquidation,
dissolution or winding up of the Corporation, or increase the authorized amount
of the Series A Convertible Preferred Stock or increase the authorized amount of
any additional class or series of shares of stock unless the same ranks junior
to the Series A Convertible Preferred Stock as to the distribution of assets on
the liquidation, dissolution or winding up of the Corporation, or create or
authorize any obligation or security convertible into shares of Series A
Convertible Preferred Stock or into shares of any other class or series of stock
unless the same ranks junior of the Series A Convertible Preferred Stock as to
the distribution of assets on the liquidation, dissolution or winding up of the
Corporation, 



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<PAGE>

whether any such creation, authorization or increase shall be by means of
amendment to the Restated Certificate of Incorporation or by merger,
consolidation or otherwise;

                  5B.      Consent to any liquidation, dissolution or winding
up of the Corporation or consolidate or merge into or with any other entity or 
entities or sell or transfer all or substantially all its assets;

                  5C.      Amend, alter or repeal its Restated Certificate of 
Incorporation or By-laws in a manner which adversely affects the holders of 
Series A Convertible Preferred Stock;

                  5D. Purchase or set aside any sums for the purchase of, or pay
any dividend or make any distribution on, any shares of stock other than the
Series A Convertible Preferred Stock, except for dividends or other
distributions payable on the Common Stock solely in the form of additional
shares of Common Stock and except for the purchase of shares of Common Stock
from former employees of the Corporation who acquired such shares directly from
the Corporation, if each such purchase is made pursuant to contractual rights
held by the Corporation relating to the termination of employment of such former
employee and the purchase price does not exceed the original issue price paid by
such former employee to the Corporation for such shares; or

                  5E. Redeem or otherwise acquire any shares of Series A
Convertible Preferred Stock except as expressly authorized in paragraph 7 hereof
or pursuant to a purchase offer made pro rata to all holders of the shares of
Series A Convertible Preferred Stock on the basis of the aggregate number of
outstanding shares of Series A Convertible Preferred Stock then held by each
such holder.

         6.       Conversions.  The holders of shares of Series A Convertible 
Preferred Stock shall have the following conversion rights:

                  6A. Right to Convert. Subject to the terms and conditions of
this paragraph 6, the holder of any share or shares of Series A Convertible
Preferred Stock shall have the right, at its option at any time, to convert any
such shares of Series A Convertible Preferred Stock (except that upon any
liquidation of the Corporation the right of conversion shall terminate at the
close of business on the business day fixed for payment of the amount
distributable on the Series A Convertible Preferred Stock) into such number of
fully paid and nonassessable shares of Common Stock as is obtained by (i)
multiplying the number of shares of Series A Convertible Preferred Stock so to
be converted by $3.00 and (ii) dividing the result by the conversion price of
$3.00 per share or, in case an adjustment of such price has taken place pursuant
to the further provisions of this paragraph 6, then by the conversion price as
last adjusted and in effect at the date any share or shares of Series A
Convertible Preferred Stock are surrendered for conversion (such price, or such
price as last adjusted, being referred to as the "Conversion Price"). Such
rights of conversion shall be exercised by the holder thereof by giving written
notice that the holder elects to convert a stated number of shares of Series A
Convertible Preferred Stock into Common Stock and by surrender of a certificate
or certificates for the shares so to be converted to the Corporation at is
principal office (or such other office or agency of the Corporation as the


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<PAGE>

Corporation may designate by notice in writing to the holders of the Series A
Convertible Preferred Stock) at any time during its usual business hours on the
date set forth in such notice, together with a statement of the name or names
(with address) in which the certificate or certificates for shares of Common
Stock shall be issued.

                  6B. Issuance of Certificates; Time Conversion Effected.
Promptly after the receipt of the written notice referred to in subparagraph 6A
and surrender of the certificate or certificates for the share or shares of
Series A Convertible Preferred Stock to be converted, the Corporation shall
issue and deliver, or cause to be issued and delivered, to the holder,
registered in such name or names as such holder may direct, a certificate or
certificates for the number of whole shares of Common Stock issuable upon the
conversion of such share or shares of Series A Convertible Preferred Stock. To
the extent permitted by law, such conversion shall be deemed to have been
effected and the Conversion Price shall be determined as of the close of
business on the date on which such written notice shall have been received by
the Corporation and the certificate or certificates for such share or shares
shall have been surrendered as aforesaid, and at such time the rights of the
holder of such share or shares of Series A Convertible Preferred Stock shall
cease, and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder or holders of record of the shares
represented thereby.

                  6C. Fractional Shares; Dividends; Partial Conversion. No
fractional shares shall be issued upon conversion of Series A Convertible
Preferred Stock into Common Stock and no payment or adjustment shall be made
upon any conversion on account of any cash dividends on the Common Stock issued
upon such conversion. At the time of each conversion, the Corporation shall pay
in cash an amount equal to all dividends, excluding Accruing Dividends, accrued
and unpaid on the shares of Series A Convertible Preferred Stock surrendered for
conversion to the date upon which such conversion is deemed to take place as
provided in subparagraph 6B. In case the number of shares of Series A
Convertible Preferred Stock represented by the certificate or certificates
surrendered pursuant to subparagraph 6A exceeds the number of shares converted,
the Corporation shall, upon such conversion, execute and deliver to the holder,
at the expense of the Corporation, a new certificate or certificates for the
number of shares of Series A Convertible Preferred Stock represented by the
certificate or certificates surrendered which are not to be converted. If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this subparagraph 6C, be delivered upon such conversion, the
Corporation, in lieu of delivering such fractional share, shall pay to the
holder surrendering the Series A Convertible Preferred Stock for conversion an
amount in cash equal to the current market price of such fractional share as
determined in good faith by the Board of Directors of the Corporation.

                  6D. Adjustment of Price Upon Issuance of Common Stock. Except
as provided in subparagraph 6E, if and whenever the Corporation shall issue or
sell, or is, in accordance with subparagraphs 6D(1) through 6D(7), deemed to
have issued or sold, any shares of Common Stock for a consideration per share
less than the Conversion Price in effect immediately prior to the time of such
issue or sale, then, forthwith upon such issue or sale, the 



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<PAGE>

Conversion Price shall be reduced to the price at which the Corporation issued 
or sold, or is deemed to have issued or sold, such shares of Common Stock.

         For purposes of this subparagraph 6D, the following subparagraphs 6D(1)
to 6D(7) shall also be applicable:

                    6D(1) Issuance of Rights or Options. In case at any time the
          Corporation shall in any manner grant (whether directly or by
          assumption a merger or otherwise) any warrants or other rights to
          subscribe for or to purchase, or any options for the purchase of,
          Common Stock or any stock or security convertible into or exchangeable
          for Common Stock (such warrants, rights or options begin called
          "Options" and such convertible or exchangeable stock or securities
          being called "Convertible Securities") whether or not such Options or
          the right to convert or exchange any such Convertible Securities are
          immediately exercisable, and the price per share for which Common
          Stock is issuable upon the exercise of such Options or upon the
          conversion or exchange of such Convertible Securities (determined by
          dividing (i) the total amount, if any, received or receivable by the
          Corporation as consideration for the granting of such Options, plus
          the minimum aggregate amount of additional consideration payable to
          the Corporation upon the exercise of all such Options, plus, in the
          case of such Options which relate to Convertible Securities, the
          minimum aggregate amount of additional consideration, if any, payable
          upon the issue or sale of such Convertible Securities and upon the
          conversion or exchange thereof, by (ii) the total maximum number of
          shares of Common Stock issuable upon the exercise of such Options or
          upon the conversion or exchange of all such Convertible Securities
          issuable upon the exercise of such Options) shall be less than the
          Conversion Price in effect immediately prior to the time of the
          granting of such Options, then the total maximum number of shares of
          Common Stock issuable upon the exercise of such Options or upon
          conversion or exchange of the total maximum amount of such Convertible
          Securities issuable upon the exercise of such Options shall be deemed
          to have been issued for such price per share as of the date of
          granting of such Options or the issuance of such Convertible
          Securities and thereafter shall be deemed to be outstanding. Except as
          otherwise provided in subparagraph 6D(3), no adjustment of the
          Conversion Price shall be made upon the actual issue of such Common
          Stock or of such Convertible Securities upon exercise of such Options
          or upon the actual issue of such Common Stock upon conversion or
          exchange of such Convertible Securities.

                    6D(2) Issuance of Convertible Securities. In case the
          Corporation shall in any manner issue (whether directly or by
          assumption a merger or otherwise) or sell any Convertible Securities,
          whether or not the rights to exchange or convert any such Convertible
          Securities are immediately exercisable, and the price per share for
          which Common Stock is issuable upon such conversion or exchange
          (determined by dividing (i) the total amount receive or receivable by
          the Corporation as consideration for the issue or sale of such
          Convertible Securities, plus the minimum aggregate amount of
          additional consideration, if any, payable to the Corporation upon the
          conversion or exchange thereof, by (ii) the total maximum number of
          shares of Common Stock issuable upon the conversion or exchange of all
          such Convertible Securities) shall be less than the 



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<PAGE>

          Conversion Price in effect immediately prior to the time of such issue
          or sale, then the total maximum number of shares of Common Stock
          issuable upon conversion or exchange of all such Convertible
          Securities shall be deemed to have been issued for such price per
          share as of the date of the issue of such Convertible Securities and
          thereafter shall be deemed to be outstanding, provided that (a) except
          as otherwise provided in subparagraph 6D(3), no adjustment of the
          conversion Price shall be made upon the actual issue of such Common
          Stock upon conversion or exchange of such Convertible Securities and
          (b) if any such issue or sale of such Convertible Securities is made
          upon exercise of any Options to purchase any such Convertible
          Securities for which adjustments of the Conversion Price have been or
          are to be made pursuant to other provisions of this subparagraph 6D,
          no further adjustment of the Conversion Price shall be made by reason
          of such issue or sale.

                    6D(3) Change in Option Price or Conversion Rate. Upon the
          happening of any of the following events, namely, if the purchase
          price, provided for in any Option referred to subparagraph 6D(1), the
          additional consideration, if any, payable upon the conversion or
          exchange of any Convertible Securities referred to in subparagraph
          6D(1) or 6D(2), or the rate at which Convertible Securities referred
          to in subparagraph 6D(1) or 6D(2)are convertible into or exchangeable
          for Common Stock shall change at any time (including, but not limited
          to, changes under or by reason or provisions designed to protect
          against dilution), the Conversion Price in effect at the time of such
          event shall forthwith be readjusted to the Conversion Price which
          would have been in effect at such time had such Options or Convertible
          Securities still outstanding provided for such changed purchase price,
          additional consideration or conversion rate, as the case may be, at
          the time initially granted, issued or sold, but only if as a result of
          such adjustment the Conversion Price then in effect hereunder is
          thereby reduced; and on the expiration of any such Option or the
          termination of any such right to convert or exchange such Convertible
          Securities, the Conversion Price then in effect hereunder shall
          forthwith be increased to the Conversion Price which would have been
          in effect at the time of such expiration or termination had such
          Option or Convertible Securities, to the extent outstanding
          immediately prior to such expiration or termination, never been
          issued.

                    6D(4) Stock Dividends. In case the Corporation shall declare
          a dividend or make any other distribution upon any stock of the
          Corporation payable in Common Stock (except for dividends or
          distributions upon the Common Stock), Options or Convertible
          Securities, any Common Stock, Options or Convertible Securities, as
          the case may be, issuable in payment of such dividend or distribution
          shall be deemed to have been issued or sold without consideration.

                    6D(5) Consideration for Stock. In case any shares of Common
          Stock, Options or Convertible Securities shall be issued or sold for
          cash, the consideration received therefor shall be deemed to be the
          amount received by the Corporation therefor, without deduction
          therefrom of any expenses incurred or any underwriting commissions or
          concessions paid or allowed by the Corporation in connection
          therewith. In case any shares of Common Stock, Options or Convertible


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<PAGE>

          Securities shall be issued or sold for a consideration other than
          cash, the amount of the consideration other than cash received by the
          Corporation shall be deemed to be the fair value of such consideration
          as determined in good faith by the Board of Directors of the
          Corporation, without deduction of any expenses incurred or any
          underwriting commissions or concessions paid or allowed, by the
          Corporation in connection therewith. In case any Options shall be
          issued in connection with the issue and sale of other securities of
          the Corporation, together comprising one integral transaction in which
          no specific consideration is allocated to such Options by the parties
          thereto, such Options shall be deemed to have been issued for such
          consideration as determined in good faith by the Board of Directors of
          the Corporation.

                    6D(6) Record Date. In case the Corporation shall take a
          record of the holders of its Common Stock for the purpose of entitling
          them (i) to receive a dividend or other distribution payable in Common
          Stock, Options or Convertible Securities or (ii) to subscribe for or
          purchase Common Stock, Option or Convertible Securities, then such
          record date shall be deemed to be the date of the issue or sale of the
          shares of Common Stock deemed to have been issued or sold upon the
          declaration of such dividend or the making of such other distribution
          or the date of the granting of such right of subscription or purchase,
          as the case may be.

                    6D(7) Treasury Shares. The disposition of any shares of
          Common Stock owned or held by or for the account of the Corporation
          shall be considered an issue or sale of Common Stock for the purpose
          of this subparagraph 6D.

          6E. Certain Issues of Common Stock Excepted. Anything herein to the
contrary notwithstanding, the Corporation shall not be required to make any
adjustment of the Conversion Price in the case of the issuance of up to an
aggregate of 500,000 shares (appropriately adjusted to reflect the occurrence of
any event described in subparagraph 6F) of Common Stock to directors, officers
or employees of the Corporation in connection with their service as directors of
the Corporation or their employment by the Corporation.

          6F. Subdivision or Combination of Common Stock. In case the
Corporation shall at any time subdivide (by any stock split, stock dividend or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Conversion Price in effect immediately prior to such subdivision
shall be proportionately reduced, and, conversely, in case the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

          6G. Reorganization or Reclassification. If any capital reorganization
or reclassification of the capital stock of the Corporation shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for Common Stock, then, as a
condition of such reorganization or reclassification, lawful and adequate
provisions shall be made whereby each holder of a share or shares of Series A
Convertible Preferred Stock shall thereupon have the right to receive, upon the
basis and upon


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<PAGE>

the terms and conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore receivable upon the conversion of such share or
shares of Series A Convertible Preferred Stock, such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for a
number of outstanding shares of such Common Stock equal to the number of shares
of such Common Stock immediately theretofore receivable upon such conversion had
such reorganization or reclassification not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
such holder to the end that the provisions hereof (including without limitation
provisions for adjustments of the Conversion Price) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise of such conversion rights.

          6H. Failure to Redeem. If the Corporation fails, for any reason or for
no reason, to redeem on the Redemption Date (as defined in paragraph 7) all of
the then outstanding shares of Series A Convertible Preferred Stock in
accordance with the terms and conditions of paragraph 7, the Conversion Price
then in effect shall be immediately reduced to an amount equal to 90% thereof.
Thereafter, until such redemption has been made in full in accordance with such
terms and conditions, the Conversion Price shall be further reduced on the 90th
day following the Redemption Date and at the end of each 90-day period
thereafter to an amount equal to 90% of the Conversion Price in effect
immediately prior to each such reduction.

          6I. Notice of Adjustment. Upon any adjustment of the Conversion Price,
then and in each such case the Corporation shall give written notice thereof, by
first class mail, postage prepaid, or by telex to non-U.S. residents, addressed
to each holder of shares of Series A Convertible Preferred Stock at the address
of such holder as shown on the books of the Corporation, which notice shall
state the Conversion Price resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

          6J. Other Notices. In case at any time:

                           (1) the Corporation shall declare any dividend upon
         its Common Stock payable in cash or stock or make any other
         distribution to the holders of its Common Stock;

                           (2) the Corporation shall offer for subscription pro
         rata to the holders of its Common Stock any additional shares of stock
         of any class or other rights;

                           (3) there shall be any capital reorganization or
         reclassification of the capital stock of the Corporation, or a
         consolidation or merger of the Corporation with or into, or a sale of
         all or substantially all of its assets to, another entity or entities;
         or

                  (4)  there shall be a voluntary or involuntary dissolution, 
         liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, or by telex to non-U.S. residents, addressed to
each holder of any shares of Series A


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<PAGE>

Convertible Preferred Stock at the address of such holder as shown on the books
of the Corporation, (a) at least 20 days' prior written notice of the date on
which the books of the Corporation shall close or a record shall be taken for
such dividend, distribution or subscription rights or for determining rights to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up and (b) in the case of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, at least 20 days' prior written notice of the date
when the same shall take place. Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.

          6K. Stock to be Reserved. The Corporation will at all times reserve
and keep available out of its authorized Common Stock, solely for the purpose of
issuance upon the conversion of Series A Convertible Preferred Stock as herein
provided, such number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Series A Convertible Preferred
Stock. The Corporation covenants that all shares of Common Stock which shall be
so issued shall be duly and validly issued and fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof, and,
without limiting the generality of the foregoing, the Corporation covenants that
it will from time to time take all such action as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the Conversion Price in effect at the time. The Corporation will take
all such action as may be necessary to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or regulation, or
of any requirement of any national securities exchange upon which the Common
Stock may be listed. The Corporation will not take any action which results in
any adjustment of the Conversion Price if the total number of shares of Common
Stock issued and issuable after such action upon conversion of the Series A
Convertible Preferred Stock would exceed the total number of shares of Common
Stock then authorized by the Restated Certificate of Incorporation.

          6L. No Reissuance of Series A Convertible Preferred Stock. Shares of
Series A Convertible Preferred Stock which are converted into shares of Common
Stock as provided herein shall not be reissued.

          6M. Issue Tax. The issuance of certificates for shares of Common Stock
upon conversion of Series A Convertible Preferred Stock shall be made without
charge to the holders thereof for any issuance tax in respect thereof, provided
that the Corporation shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series A Convertible
Preferred Stock which is being converted.

          6N. Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any Series A Convertible Preferred Stock
or of any shares of Common



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Stock issued or issuable upon the conversion of any shares of Series A
Convertible Preferred Stock in any manner which interferes with the timely
conversion of such Series A Convertible Preferred Stock, except as may otherwise
be required to comply with applicable securities laws.

          6O. Definition of Common Stock. As used in this paragraph 6, the term
"Common Stock" shall mean and include the Corporation's authorized Common Stock,
par value $.01 per share, as constituted on the date of filing of these terms of
the Series A Convertible Preferred Stock, and shall also include any capital
stock of any class of the Corporation thereafter authorized which shall not be
limited to a fixed sum or percentage of par value in respect of the rights of
the holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; provided that the shares of Common Stock receivable upon conversion
of shares of Series A Convertible Preferred Stock shall include only shares
designated as Common Stock of the Corporation on the date of filing of this
instrument, or in case of any reorganization or reclassification of the
outstanding shares thereof, the stock, securities or assets provided for in
subparagraph 6G.

          6P. Mandatory Conversion. If at any time the Corporation shall effect
a firm commitment underwritten public offering of shares of Common Stock in
which (i) the aggregate price paid for such shares by the public shall be at
least $5,000,000 and (ii) the price paid by the public for such shares shall be
at lest $10.50 per share (appropriately adjusted to reflect the occurrence of
any event described in subparagraph 6F), then effective upon the closing of the
sale of such shares by the Corporation pursuant to such public offering, all
outstanding shares of Series A Convertible Preferred Stock shall automatically
convert to shares of Common Stock.

           7.  Redemption.  The shares of Series A Convertible Preferred Stock 
shall be redeemed as follows:

                  7A. Mandatory Redemption. On December 31, 1995, the
Corporation shall redeem from each holder of shares of Series A Preferred Stock,
all of the shares of Series A Convertible Preferred Stock held by such holder on
the Redemption Date.

                  7B. Optional Redemption. At any time after December 31, 1992,
the Corporation shall have the right, at its sole option, to redeem from each
holder of shares of Series A Convertible Preferred stock, all of the shares of
Series A Convertible Preferred Stock held by such holder on the date of such
redemption. The date of a redemption pursuant to Section 7A or 7B is hereinafter
referred to as the "Redemption Date."

                  7C. Redemption Price and Payment. The Series A Convertible
Preferred Stock to be redeemed on the Redemption Date shall be redeemed by
paying for each share in cash an amount equal to $3.00 per share plus, in the
case of each share, an amount equal to all Accruing Dividends unpaid thereon
(whether or not declared) and any other dividends declared but unpaid thereon,
computed to the Redemption Date, such amount being referred to as the
"Redemption Price." Such payment shall be made in full on the Redemption Date to
the holders entitled thereto.



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<PAGE>

          7D. Redemption Mechanics. At least 20, but not more than 30 days prior
to the Redemption Date, written notice (the "Redemption Notice") shall be given
by the Corporation by mail, postage prepaid, or by telex to non-U.S. residents
to each holder of record (at the close of business on the business day next
preceding the day on which the Redemption Notice is given) of shares of Series A
Convertible Preferred Stock notifying such holder of the redemption and
specifying the Redemption Price, the Redemption Date and the place where said
Redemption Price shall be payable. The Redemption Notice shall be addressed to
each holder at his address as shown by the records of the Corporation. From and
after the close of business on the Redemption Date, unless there shall have been
a default in the payment of the Redemption Price, all rights of holders of
shares of Series A Convertible Preferred Stock (except the right to receive the
Redemption Price) shall cease with respect to such shares, and such shares shall
not thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever. If the funds of the Corporation legally
available for redemption of shares of Series A Convertible Preferred Stock on
the Redemption Date are insufficient to redeem the total number of outstanding
shares of Series A Convertible Preferred Stock, the holders of shares of Series
A Convertible Preferred Stock shall share ratably in any funds legally available
for redemption of such shares according to the respective amounts which would be
payable with respect to the full number of shares owned by them if all such
outstanding shares were redeemed in full. The shares of Series A Convertible
Preferred Stock not redeemed shall remain outstanding and entitled to all rights
and preferences provided herein. At any time thereafter, when additional funds
of the Corporation are legally available for the redemption of such shares of
Series A Convertible Preferred Stock, such funds will be used, at the end of the
next succeeding fiscal quarter, to redeem the balance of such shares, or such
portion thereof for which funds are then legally available, on the basis set
forth above.

          7E. Redeemed or Otherwise Acquired Shares to be Retired. Any shares of
Series A Convertible Preferred Stock redeemed pursuant to this paragraph 7 or
otherwise acquired by the Corporation in any manner whatsoever shall be
cancelled and shall not under any circumstances be reissued; and the Corporation
may from time to time take such appropriate corporation action as may be
necessary to reduce accordingly the number of authorized shares of Series A
Convertible Preferred Stock.

          8. Amendments. No provision of these terms of the Series A Convertible
Preferred Stock may be amended, modified or waived without the written consent
or affirmative vote of the holders of at least two-thirds of the then
outstanding shares of Series A Convertible Preferred Stock."

          (4) The foregoing amendment to the Certificate of Incorporation was
authorized by the Board of Directors at a meeting of the Board duly held on
December 12, 1989.



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<PAGE>

         IN WITNESS WHEREOF, we have hereunto subscribed this Certificate this
29th day of December, 1989.

                                            -----------------------------------
                                            Kennard H. Morganstern, President


                                            -----------------------------------
                                            Harvey Cohen, Secretary


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

         On this ___th day of _______________, 1996, before me personally came
____________________ and ______________, to me know to be the individuals
described in and who executed the foregoing Certificate of Amendment, and they
duly acknowledged to me that they executed same.


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


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