<PAGE>   1

         Exhibit 3.1       Registrant's Amended and Restated Articles of
                           Incorporation, as amended

                            ARTICLES OF INCORPORATION

                                       OF

                    ORGANIC CHEMICAL DEVELOPMENT CORPORATION

         * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

KNOW ALL PERSONS BY THESE PRESENTS:
         The undersigned natural person of the age of twenty-one or more, for
the purpose of organizing a corporation pursuant to the Utah Business
Corporation Act, does hereby adopt the following Articles of Incorporation:


                                    ARTICLE I

                               Name of Corporation

The name of the corporation is Organic Chemical Development Corporation.


                                   ARTICLE II

                                      Term

The duration of the corporation is perpetual.


                                   ARTICLE III

                                     Purpose

         The general nature of the corporation's business and the corporation's
purposes, are as follows:

         1.       To engage in the development and production of organic-based
         chemical products.

         2.       To acquire by purchase, lease or otherwise manage and operate,
         sell, transfer, rent, lease, mortgage, pledge, and otherwise dispose
         of, or encumber any and all classes of property whatsoever, whether
         real or personal, or any interest therein, as principal, agent, broker
         or dealer.



<PAGE>   2


         3.       To acquire by purchase, assignment, grant, license or
         otherwise to apply for, secure, lease or in any manner obtain to
         develop, hold, own, user exploit, operate, enjoy and introduce, rights
         of all kinds in respect thereof, or otherwise dispose of to secure to
         it the payment of agreed royalties or other consideration, and
         generally to deal in and with and to turn to account for any or all
         purposes, either for itself or as nominee or agent for others:

                  (a)     Any and all inventions, devices, processes,
                  discoveries and formulas, improvements and modifications
                  thereof, and rights and interests therein;

                  (b)     Any and all letters patent or applications for letters
                  patent of the United States of America or any other country,
                  state, or locality or authority and any and all rights,
                  interests and privileges connected therewith or incidental or
                  appertaining thereto; and

                  (c) Any and all copyrights granted by the United States or any
                  other country, state, locality or authority, and any and all
                  rights, interests, and privileges connected therewith or
                  incidental or appertaining thereto; and

                  (d)      Any and all trademarks, trade names, trade symbols,
                  labels, designs and other indicates of origin and ownership
                  granted by or recognized under the laws of the United States
                  of America or any other country, state, locality or authority,
                  connected therewith or incidental or appertaining thereto.

         4.       To acquire by purchase, subscription or otherwise, and to
         receive, hold, own, guarantee, sell, assign, transfer, mortgage, pledge
         or otherwise dispose of or deal in and with any of the shares of the
         capital stock, script, warrants, rights, bonds, debentures, notes,
         trust receipts, and other



                                       2
<PAGE>   3


         securities, obligations, choses-in-action and evidences of indebtedness
         or interest issued or created by any corporation, joint stock
         companies, syndicates, associations, firms, trusts or persons, public
         or private, or by the government, or by any state, territory, province,
         municipality, or other political subdivision or by any governmental
         agency, and as owner thereof to possess and exercise all the rights,
         powers and privileges of ownership, including the right to execute
         consents and vote thereon, and to do any and all things and acts
         necessary or advisable for the preservation, protection , improvement
         and enhancement in value thereof.

         5.       To acquire, and pay for in cash, stock or bonds of this
         corporation or otherwise, the good will, rights, assets and property of
         any person, firm, association or corporation, and to undertake or
         assume the whole or any part of the obligations or liabilities of any
         per son, firm, association or corporation.

         6.       To borrow or raise money for any of the corporation's purposes
         and, from time to time without limit as to amount, to drawl make,
         accept, endorse, execute and issue promissory notes, drafts, bills of
         exchange, warrants, bonds, debentures, and other negotiable or
         non-negotiable instruments and evidences of indebtedness, and to secure
         the payment of any thereof and any of the interest thereon by mortgage
         upon or pledge, conveyance or assignment in trust of the whole or any
         part of the property of the corporation, whether at the time owned or
         thereafter acquired, and to sell, pledge or otherwise dispose of such
         bonds or other obligations of the corporation for its corporate
         purposes.

         7.       To loan to any person, firm or corporation, any of its surplus
         funds, either with or without security.



                                       3
<PAGE>   4



         8.       To purchase, hold, sell and transfer the shares of its own
         capital stock; provided it shall not use its funds or property for the
         purchase of its own shares of capital stock when such use would cause
         any impairment of its capital, except as otherwise permitted by law,
         and provided further that shares of its own capital stock belonging to
         it shall not be voted upon directly or indirectly.

         9.       To have one or more offices, to carry on all of or any of its
         operations and business and, without restriction or limit as to amount,
         to purchase or otherwise acquire, hold, own, mortgage, sell, convey or
         otherwise dispose of, real and personal property of every class and
         description, as principal, agent, broker or dealer, in any of the
         states, districts, or territories of the United States, in any and all
         foreign countries, subject to the laws of such states, districts,
         territories, or countries.

         10.      To enter into joint ventures and partnerships with
         individuals, associations and/or other corporations.

         11.      In general to do any and all things that are incidental and
         conducive to the attainment of any above object and purpose, to the
         same extent as natural persons might or could do, which now or
         hereafter may be authorized by the laws of the United States and the
         State of Utah, and all other applicable laws, as the Board of Directors
         may deem to be to the corporation's advantage.


                                   ARTICLE IV

                                  Capital Stock

     The aggregate number of shares which this corporation may issue is
1,000,000 shares of common voting stock, all of which shall have $ .01 par value
and all of which are of the same class, with the same rights and preferences.
pre-emptive rights.



                                       4
<PAGE>   5



                                    ARTICLE V

                             Minimum Paid in Capital

         The corporation shall not commence business until it has received at
least $1,000.00 for the issuance of such shares.


                                   ARTICLE VI

                           Registered Office and Agent

The name and address of the corporation's original registered agent is:

                                Milton J. Morris
                              2200 Eagle Gate Tower
                           Salt Lake City, Utah 84111


                                   ARTICLE VII

                           Initial Board of Directors

The number of directors constituting the corporation's initial Board of
Directors is one (1), and the name and address of the person who is to serve as
director until the first annual meeting of shareholders, or until a successor or
successors are elected and qualified, are:

                                Scott L. Crowley
                              2200 Eagle Gate Tower
                           Salt Lake City, Utah 84111


                                  ARTICLE VIII

                                    Officers

Officers of this corporation shall include a president, one or more
vice-presidents, a secretary, such assistant secretaries as may be necessary,
and a treasurer. The president, vice-president or vice-presidents, the
secretary, any assistant secretaries, and the treasurer shall be elected by the
Board of Directors and may, but need not be, elected from the members of the
Board.



                                       5
<PAGE>   6


                                   ARTICLE IX

                           Non-Assessability of Stock

         Shares of the corporation's stock shall be issued fully paid and shall
be non-assessable for any purposes. The stockholder's private property shall not
be liable for the corporation's debts, obligations or liabilities.

                                    ARTICLE X

                     Indemnification and Limits on Liability

         1.       The corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending,
         or completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that such person
         is or was a corporate director, officer, employee, or agent, or is or
         was serving at the corporation's request as a director, officer,
         employee, or agent of another corporation, partnership, joint venture,
         trust, or other enterprise against expenses, including attorney's fees,
         actually and reasonably incurred by that person in connection with the
         defense or settlement of the action or suit, if such person has acted
         in good faith and in a manner that person reasonably has believed to be
         in or not opposed to the corporation's best interests. There shall be
         no indemnification in respect of any claim, issue, or matter as to
         which that person shall have been adjudged to be liable to the
         corporation, unless and only to the extent that the court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of liability, but in view of all circumstances
         of the case, the person is fairly and reasonably entitled to indemnity
         for such expenses as the court considers proper. To the extent that a
         corporate director, officer, employee, or agent has



                                       6
<PAGE>   7


         been successful on the merits or otherwise in defense of any action,
         suit or proceeding referred to in this Article X, or in defense of any
         claim, issue, or matter therein, such person shall be indemnified
         against expenses, including attorneys' fees, which that person actually
         and reasonably incurred in connection therewith.

         2.       Unless ordered by a court of competent jurisdiction, the
         corporation shall provide for any indemnification under this Article X,
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee, or agent is proper
         under the circumstances because such person has met the applicable
         standard of conduct set forth in this Article X. This determination
         shall be made by majority vote of a quorum of the Board of Directors or
         the shareholders.

         3.       The corporation may pay expenses incurred in defending a civil
         or criminal action, suit, or proceeding, in advance of the final
         disposition of the action, suit or proceeding upon receipt of an
         undertaking by or on behalf of the director, officer, employee, or
         agent that the amount advanced shall be repaid if it is ultimately
         determined that such person is not entitled to be indemnified by the
         corporation as authorized in this Article X. The indemnification and
         advancement of expenses provided by this Article shall not be exclusive
         of any other rights to which a person seeking indemnification or
         advancement of expenses may be entitled under any bylaw, agreement,
         vote of shareholders or disinterested directors, or otherwise, both as
         to action in that person's official capacity and as to action in
         another capacity while holding office.

         4.       The corporation may purchase and maintain insurance on behalf
         of any person who is or was a corporate director, officer, employee, or
         agent, or is or was serving at the



                                       7
<PAGE>   8


         corporation's request as a director, officer, employee, or agent,
         partnership, joint venture, trust, or other enterprise, against any
         liability asserted against such person and incurred by that person in
         any such capacity or arising out of that person 's status in any such
         capacity, whether or not the corporation would have the power to
         indemnify the person against the liability under the provisions of this
         Article.

         5.       Any indemnification or advancement of expense under this
         Article X shall, unless otherwise provided when the indemnification or
         advancement of expenses is authorized or ratified, continue as to a
         person who has ceased to be a director, officer, employee, or agent and
         shall inure to the benefit of such person's heirs, executors, personal
         representatives and administrators.

         6.       A director shall not be liable to the corporation or its
         shareholders for monetary damages for breach of fiduciary duty, except
         for:
                  (a)      Any breach of the director's duty of loyalty to the
                  corporation or its shareholders;
                  (b)      Acts of omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law;
                  (c)      Actions under Section 16-10-44, Utah Code Annotated
                  (1953), as amended; or
                  (d)      Any transaction from which the director derived an
                  improper personal benefit.

                                   ARTICLE XI

                                  Incorporator

The name and address of the incorporator are:

                                  Helen Kathryn
                              1100 Eagle Gate Tower
                           Salt Lake City, Utah 84111



                                       8
<PAGE>   9

         IN WITNESS WHEREOF, the undersigned original incorporator hereinabove
named, has hereunder set her hand this ninth day of March, 1990


                                          /S/ Helen Kathryn,
                                          --------------------------------------
                                          Helen Kathryn, Incorporator



Acceptance of Appointment
as Registered Agent:


/s/ Milton J. Morris
-------------------------------------
Milton J. Morris



STATE OF UTAH      )
                   : ss.
COUNTY OF SALT LAKE)

     On the ninth day of March, 1990, personally appeared before me Helen
Kathryn who, being by me first duly sworn, declared that she is the person who
signed the foregoing instrument and that the statements therein contained are
true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal as of the date
hereinabove mentioned.



                                          /s/ Pamelia Ann Brent
                                          NOTARY PUBLIC
                                          Residing at:
My Commission Expires                     /s/ Oakley, Utah 84055
/s/ January 28,1994



                                       9
<PAGE>   10


                              ARTICLES OF AMENDMENT

                        to the Articles of Incorporation

                    ORGANIC CHEMICAL DEVELOPMENT CORPORATION

                               A Utah Corporation


         Pursuant to the provisions of Section 16-10-54 through -60 of the Utah
Business Corporation Act, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:

         First: The name of the corporation is Organic Chemical Development
Corporation.

         Second: Article I of the Articles of Amendment of the corporation shall
be deleted in its entirety and the following inserted in lieu thereof:

                                    ARTICLE I
                              NAME OF CORPORATION
               THE NAME OF THE CORPORATION IS KYZEN CORPORATION.

         Third: The number of shares of the corporation outstanding at the time
of said adoption was Five Hundred Twelve Thousand Five Hundred (512,500), and
the number of shares entitled to vote thereon was Five Hundred Twelve Thousand
Five Hundred (512,500)

         Fourth: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:

<TABLE>
<CAPTION>
                  Class                                  Number of Shares
                  -----                                  ----------------
               <S>                                       <C>
               Common stock                                   512,500
</TABLE>

         Fifth: The number of shares voted for such amendment was 512,500 and
the number of shares voted against such amendment was zero.



                                       10
<PAGE>   11


         DATED this 17 day of June, 1991.
                                                         ORGANIC CHEMICAL
                                                         DEVELOPMENT CORPORATION
                                                         By /s/ Kyle Doyel
                                                           ---------------------
                                                           Kyle Doyel
                                                           Its President

                                                         By /s/ Milton J. Morris
                                                           ---------------------
                                                           Milton J. Morris
                                                           Its Secretary


STATE OF TENNESSEE                      }
                                        } SS.
County of Davidson                      }

                  On the 17th day of June, 1991, personally appeared before me
Kyle J. Doyel who, being by me duly sworn, did say that he is the president of
Organic Chemical Development Corporation, a Utah corporation, and that the
within and foregoing instrument was signed on behalf of said corporation by
authority of a resolution of its Board of Directors, and he duly acknowledged to
me that said corporation executed the same.

         Expires 9-25-92
                                                         /s/ KA Harris
                                                         -----------------------
                                                         Notary Public

STATE OF UTAH                           }
                                        } SS.
County of Salt Lake                     }

         On the 24th day of June, 1991, personally appeared before me Milton J.
Morris who, being be me duly sworn, did say that he is the Secretary of Organic
Chemical Development Corporation, a Utah corporation, and that the within and
foregoing instrument was signed on behalf of said corporation by authority of a
resolution of its Board of Directors, and he duly acknowledged to me that said
corporation executed the same.

                                                         /s/ Ann Peterson
                                                         -----------------------
                                                         Notary Public
Commission Expires February 20, 1994



                                       11
<PAGE>   12

                              ARTICLES OF AMENDMENT

                       To the Articles of Incorporation of


                                KYZEN CORPORATION

                               A Utah Corporation



     Pursuant to the provisions of the Utah Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

     FIRST:   The name of the corporation is Kyzen Corporation.

     SECOND:  Article IV of the Articles of Incorporation of the corporation
         shall be deleted in its entirety and the following inserted in lieu
         thereof:

                                   ARTICLE IV

                                  CAPITAL STOCK

     The total number of shares of capital stock which this corporation is
authorized to issue is 12,500,000, of which 30,000,000 shares shall be shares of
Class A Common Stock, having a par value of $0.01 per share, 1,500,000 shares
shall be shares of Class B Redeemable Common Stock, having a value of $0.001 per
share, 1,000,000 shares shall be shares of Class C Redeemable Common Stock,
having a par value of $0.001 per shared and 10,000,000 shares shall be shares of
Preferred Stock, having a par value of $0.001 per share. The Class A Common
Stock, Class B Common Stock and Class C Common Stock are sometimes referred to
collectively herein as the "Common Stock."

     The designation, powers, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, of each class of stock, and the express grant of authority to the Board
of Directors to fix by resolution the designation, powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of each share of Preferred Stock which are
not fired by these Articles of Incorporation, are as follows:




                                       12
<PAGE>   13


A.       Common Stock

         1. Voting Rights. Except as otherwise expressly provided by law or in
this Article IV, each outstanding share of Common Stock of whichever class shall
be entitled to one (1) vote on each matter to be voted on by the shareholders of
the corporation. Except as otherwise expressly required by applicable law, the
votes of all shares of all classes of Common Stock shall be counted together
with all other shares of Common Stock, and not as separate classes.

         2. Liquidation Rights. Subject to any prior or superior rights of
liquidation as may be conferred upon any shares of Preferred Stock, and after
payment or provision for payment of the debts and other liabilities of the
corporation, upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the corporation, the holders of Common Stock, of
whichever class, then outstanding shall be entitled to receive all of the assets
and funds of the corporation remaining and available for distribution. Such
assets and funds shall be divided among and paid to the holders of Common Stock,
on a pro-rata basis, according to the number of shares of Common Stock, of
whatever class, held by them.

         3. Dividends. Dividends may be paid on the outstanding shares of Common
Stock as and when declared by the Board of Directors, out of funds legally
available therefore, provided, however, that no such dividends may be declared
or paid on any shares of any class of Common Stock unless at the same time an
equivalent dividend is declared or paid on all outstanding shares of each class
of Common Stock, and no dividends shall be made with respect to the Common Stock
until any preferential dividends required to be paid or set apart for any shares
of Preferred Stock have been paid or set apart.

         4.   Redemption Provisions.

              a. No Redemption of Class A Common Stock. The corporation shall
not have the right to call or redeem any of the shares of Class A Common Stock.

              b.  Mandatory Redemption of Class B Redeemable Common Stock.

                           (1)      So long as any shares of Class B Redeemable
Common Stock (hereinafter referred to as the "Class B Common Stock") may be
outstanding, the corporation shall, within thirty (30) days following the end of
each calendar quarter commencing with the quarter ending June 30, 1992, set
aside as and for a sinking fund for the redemption of shares of Class B Common
Stock in cash out of any funds legally available therefor, a sum equal to a
percentage of the gross sales revenues of the corporation


                                       13
<PAGE>   14


received during the calendar quarter just ended, as set forth in the following
schedule:

<TABLE>
<CAPTION>
                                                                           Percentage of Gross
                                                                           Sales Revenues to be
                                                                           Used for Redemption of
                  Quarters Ending                                          Class B Common Stock
                  ---------------                                          --------------------
             <S>                                                           <C>
             June 30, September 30 and
                  December 31,1992                                                           3%

             March 31, June 3O, September 30
                  and December 31, 1993                                                      4%

             March 31, June 30, September 30
                  and December 31, 1991                                                      5%

             March 31, June 30, September 30
                  and December 31, 1995                                                      6%

             March 31, June 30, September 30
                  and December 31, 1996                                                      7%

             All subsequent quarters until all
                  shares of Class B Common Stock are
                  redeemed                                                                   7%
</TABLE>

     Each date on which funds are set aside as and for a sinking fund for the
redemption of Class B Common Stock is sometimes referred to herein as a "Sinking
Fund Payment Date." The sinking fund so created is sometimes referred to as the
"Sinking Fund."

     Notwithstanding the foregoing, in no event shall the corporation be
obligated to set aside for the redemption of shares of Class B Common stock any
amount in excess of the lesser of (i) the total redemption price of all shares
of Class B Common Stock then outstanding; or (ii) the maximum amount the
corporation is then permitted to expend in the purchase of its own shares as
provided in applicable law, including section 5 of the Utah Business Corporation
Act, or any successor provision.

                           (2) Each outstanding share of Class B Common Stock
not previously redeemed as provided in this paragraph I, and for which no
payments have been placed into the sinking Fund, shall be redeemed by the
corporation immediately upon the effectiveness of a registration statement under
the Securities Act of 1933, as amended, covering a firm-commitment
underwritten offer and sale of any Common Stock of the corporation to the public
for an aggregate consideration of at least 83,000,000. Such redemption shall be
effected by the corporation issuing to each of the holders of Class B Common
Stock its promissory note in a principal



                                       14
<PAGE>   15


amount equal to the issuance price of all of the shares of Class B Common Stock
to be redeemed for such holder (being all of the Shares of Class B Common Stock
not otherwise redeemed as provided in this paragraph I). interest shall accrue
on the principal amount of each promissory note at the rate of twelve percent
(12%) per annum, commencing from the date of the original issuance of the shares
being redeemed by the promissory note. The promissory notes shall be unsecured,
general obligations of the corporation, The entire principal amount and all
accrued interest under all such promissory notes issued to redeem outstanding
shares of Class B Common Stock shall be due and payable on the closing of the
public offering which triggered the redemption obligation.

                           (3) The mandatory redemption price (the "Redemption
Price") for each share of Class B Common Stock shall for purposes of a
redemption out of revenues provided in paragraph (I) (b)(l) above be: ii) an
amount in cash equal to 81.80 per share (subject to adjustment for stock splits
and the like), plus all declared but unpaid dividends thereon, to and including
the date fixed for redemption; or (ii) for purposes of a redemption by
promissory note triggered by a public offering of securities of the corporation
as provided in paragraph (I) (b)(2) above, an amount equal to the original
issuance price of the shares to be redeemed, plus all declared but unpaid
dividends thereon, with the entire redemption price earning interest at a simple
rate of twelve percent (12%) per annum, commencing from the date of redemption,
and the portion of the redemption price based on the original issuance price of
the shares earning such interest from the date of original issuance of the
shares.

                           (4) The cash in the Sinking Fund shall be used to
acquire by redemption, in the manner provided below, the maximum number of
shares of Class B Common Stock which ray be purchased out of the Sinking Fund at
the Redemption Price.

                           (5) Upon each cash redemption of outstanding shares
of Class B Common Stock, until all outstanding shares of Class B Common Stock
have been redeemed, the corporation shall effect such redemption pro-rata
according to the number of shares held by each holder of Class B Common Stock.

                           (6) Upon each Sinking Fund Payment Date, written
notice (the "Mandatory Redemption Notice") shall be mailed, postage prepaid, to
each holder of record of Class B Common Stock to be redeemed, at the post office
address last shown on the records of the corporation. The Mandatory Redemption
Notice shall state:



                                       15
<PAGE>   16


                   (i)   The total number of shares of Class B Common Stock to
be redeemed, and the percentage of all outstanding shares of Class B Common
Stock represented by that number;

                   (ii)  The number of shares of Class B Common Stock to be
redeemed from the holder to whom the notice is mailed;

                   (iii) The Redemption Price applicable to the shares to be
redeemed, and the date fined for the redemption, which shall be not more than 30
days after the date of sailing of the Mandatory Redemption Notice (the
"Mandatory Redemption Date"); and

                   (iv)  That the holder is to surrender to the corporation, in
the manner and at the place designated, such holder's certificate or certificate
representing the shares of Class B Common Stock to be redeemed.

                         In the event of a redemption of shares triggered by a
public offering of securities of the corporation, as provided in paragraph (2)
above, a Mandatory Redemption Notice shall be sent as provided above, specifying
that all remaining outstanding shares of Class B Common Stock are to be redeemed
or the terms and conditions set forth in paragraph (I) (b) (2).

                         (7) On or before or promptly after the Mandatory
Redemption Date, each holder of Class B Common Stock to be redeemed shall
surrender the certificate or certificates representing such shares to the
corporation, in the manner and at the place designated in the Mandatory
Redemption Notice, and thereupon the Redemption Price for such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof, and each surrendered certificate shall be
cancelled and retired. In the event less than all of the shares represented by
such certificate are redeemed, a new certificate shall be issued representing
the unredeemed shares.

                         (8) If the Mandatory Redemption Notice shall have been
duly given, and if on the Mandatory Redemption Date the Redemption Price is
either paid or made available for payment through the deposit arrangement
specified in subparagraph (i) below, or through the issuance of a promissory
note as contemplated by paragraph (I)(b)(2) above, then notwithstanding that the
certificates evidencing any of the shares of Class B Common Stock so called for
redemption shall not have been surrendered, the dividends with respect to such
shares shall cease to accrue after the Mandatory Redemption Date and all rights
with respect to such shares shall forthwith after the Mandatory Redemption Date
terminate, except only the right of the holders to receive the Redemption Price
without interest, or the issuance of


                                       16
<PAGE>   17


a promissory note as contemplated by paragraph (2), as the case may be, upon
surrender of their certificate or certificates therefor.

                           (i) On or prior to the Mandatory Redemption Date, the
corporation shall deposit with any bank or trust company having a capital and
surplus of at least 8100,000,000 as a trust fund, a sun equal to the aggregate
Redemption Price of all shares of Class B Common Stock called for redemption and
not yet redeemed, with irrevocable instructions and authority to the bank or
trust company to pay, on or after the Redemption Date or prior thereto, the
Redemption Price to the respective holders upon the surrender of their share
certificates. From and after the date of such deposit, the shares so called for
redemption shall be redeemed. The deposit shall constitute full payment of the
shares to their holders, and from and after the date of the deposit the shares
shall be deemed to be no longer outstanding, and the holders thereof shall cease
to be shareholders with respect to such shares and shall have no rights with
respect thereto except the rights to receive from the bank or trust company
payment of the Redemption Price of the shares, without interest, upon surrender
of their certificates therefor. Any funds so deposited and unclaimed at the end
of one year from the Mandatory Redemption Date shall be released or repaid to
the corporation, after which the holders of shares called for redemption shall
be entitled to receive payment of the Redemption Price only from the
corporation.

              c. Optional Accelerated Redemption of Class B Common Stock. The
corporation may, at any time, at the option of the board of directors, redeem
all or any part of the outstanding shares of Class B Common Stock prior to the
mandatory redemption contemplated in paragraph (4) (b) above by setting aside in
the Sinking Fund funds in addition to those required to be set aside for the
redemption of Class B Common stock as provided in paragraph (4) (b) (1) above,
and following the same notification and purchase procedures applicable to a
mandatory redemption of shares of Class B Common Stock as set forth in paragraph
(4)(b) above and applicable to a redemption out of revenues. The purchase price
for shares acquired in such a redemption shall be the same Redemption Price
applicable to a redemption out of revenues as set forth in paragraph (4) (b) (3)
above. In case of a redemption of only a part of the Class B Common Stock
pursuant to this paragraph (4) (c), the corporation shall designate pro-rata the
shares to be redeemed, consistent with the requirements of paragraph (4) (b) (5)
above.
              d. Mandatory Redemption of Class C Redeemable Common Stock. The
class C Redeemable Common Stock (the "Class C Common


                                       17
<PAGE>   18


Stock") shall be subject to mandatory redemption provisions identical to those
applicable to the Class B Common Stock as set forth in paragraph (b) above,
except that: (i) no contributions shall be made to any sinking Fund for the
redemption of Class C Common Stock until all shares of Class B Common Stock have
been redeemed; and (ii) the Redemption Price applicable to the Class C Common
Stock to be redeemed out of any funds placed in a Sinking Fund shall be such
multiple of the original issuance price of the Class C Common Stock as may be
fixed by the Board of Directors of the corporation.

         5.   Transfer Restrictions.
          a. No person holding shares of Class B Common stock or Class C Common
Stock (hereinafter called a "Class B or C Holder") may transfer, and the
corporation shall not register the transfer of, such shares of Class B or Class
C Common Stock, whether by sale, assignment, gift, bequest, appointment or
otherwise, except to a Permitted Transferee of such Class B or C Holder, which
term shall have the following meanings:

                           (1)      In the case of any class B or C holder,
"Permitted Transferee" means any other person or entity which is a record holder
of any shares of the corporation's Common Stock or Preferred stock at the time
such Class B or C Holder effects a transfer.

                           (2)      In the case of a Class B or C Holder who is
a natural person holding record and beneficial ownership of the shares of Class
B or Class C Common Stock in question, such holder's "Permitted Transferee"
means (i) the spouse of such Class B or C Holder, (ii) a lineal descendant of a
great grandparent of such Class B or C Holder, (iii) the trustee of a trust
(including a voting trust) for the benefit of one or more of such Class B or C
Holders, other lineal descendants of a great grandparent of such Class B or C
Bolder, the spouse of such Class B or C Holder, and an organization
contributions to which are deductible for federal income, estate or gift tax
purposes (hereinafter called a "Charitable Organization"), and for the benefit
of no other person, and provided that such trust must prohibit transfer of
shares of Class B or Class C Common Stock to persons other than Permitted
Transferees as defined herein, (iv) i corporation all of the outstanding capital
stock of which is owned by, or a partnership all of the partners of which are,
one or more of such Class B or C Holders, other lineal descendants of a great
grandparent of such Class 8 or C Holder, and the spouse of such Class B or C
Holder.



                                       18
<PAGE>   19


                           (3)      In the case of a Class B or C Bolder holding
the shares of Class B Common Stock in question as trustee pursuant to a trust
other than a trust described in clause (I) below, such holder's "Permitted
Transferee" means (i) the person who established such trust, and (ii) a
Permitted Transferee of such person determined pursuant to clause (2) above.

                           (4)      In the case of a Class B or C Holder holding
the shares of Class B or Class C Common Stock in question as trustee pursuant to
a trust which was irrevocable on the date as of which the corporation first
issued Class B or Class C Common Stock (hereinafter in this paragraph b called
the "Issuance Date"), such holder's "Permitted Transferee" means any person to
whom or for whose benefit principal may be distributed either during or at the
end of the term of such trust whether by power of appointment or otherwise,

                           (5)      In the case of a Class B or C Bolder holding
record (but not beneficial) ownership of the shares of Class B or Class C Common
Stock in question as nominee for the person who was the beneficial owner thereof
on the issuance Date, such holder's "Permitted Transferee" means such beneficial
owner and a Permitted Transferee of such beneficial owner as defined herein.

                           (6)      In the case of a Class B or C Holder which
is a partnership holding record and beneficial ownership of the shares of Class
B or Class C Common Stock in question, such holder's "Permitted Transferee"
means any partner of such partnership on the Issuance Date.

                           (7)      In the case of a Class B or C Holder which
is a corporation holding record and beneficial ownership of the shares of Class
B or Class C Common Stock in question, such holder's "Permitted Transferee"
means any stockholder of such corporation receiving shares of Class B or Class C
Common Stock through a dividend or through a distribution made upon liquidation
of such corporation, and the survivor of a merger or consolidation of such
corporation.

                           (8)      In the case of a Class B or C Holder which
is the estate of a deceased Class B or C Holder, or which is the estate of a
bankrupt or insolvent Class B or C Holder, and provided such deceased, bankrupt
or insolvent Class B or C Holder, as the case may be, holds record and
beneficial ownership of the shares of Class B or Class C Common Stock in
question, such holder's "Permitted Transferee" means a Permitted Transferee of
such deceased, bankrupt or insolvent Class B or C Holder.



                                       19
<PAGE>   20


         b. Notwithstanding anything to the contrary set forth herein, any Class
B or C Holder may pledge such Holder's shares of Class B or Class C Common Steak
to a pledgee pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided that such shares shall
not be transferred to or registered in the name of the pledgee and shall remain
subject to the provisions of this paragraph S, In the event of foreclosure or
other similar action by the pledgee, such pledged shares of Class S or Class C
Common Stock may only be transferred to a Permitted Transferee of the pledgor.


         c.   For purposes of this paragraph 5:

                           (1)      The relationship of any person that is
derived by or through legal adoption shall be considered a natural one.

                           (2)      Each joint owner of shares of Class B or
Class C Common Stock shall be considered a "Class B or C Holder" of such shares.

                           (3)      A minor for whom shares of Class B or Class
C Common Stock are held pursuant to a Uniform Gifts to Minors Act or similar law
shall be considered a Class B or C Holder of such shares.

                           (4)      Unless otherwise specified, the term
"person" means both natural persons and legal entities.

         d. Any purported transfer of shares of Class B or Class C Common Stock
not permitted hereunder shall be void and of no effect and the purported
transferee shall have no rights as a stockholder of the corporation and no other
rights against or with respect to the corporation. The corporation may, as a
condition to the transfer or the registration of transfer of shares of Class B
or Class C Common Stock to a purported Permitted Transferee, require the
furnishing of such affidavits or other proof as it may reasonable request to
establish that such transferee is a Permitted Transferee. The corporation shall
note on the certificates for shares of Class B and Class C Common Stock the
restrictions on transfer and registration of transfer imposed by this paragraph
5.

         6. Residual Rights. All rights accruing to the outstanding shares of
capital stock of the corporation not expressly provided for to the contrary
herein or in the corporation's bylaws shall be vested in the Common Stock.


                                       20
<PAGE>   21


B.     Preferred Stock

       The shares of Preferred Stock authorized by these Articles of
Incorporation may be issued from time to time in one or more series. To the
extent, that these Articles of Incorporation, as they may be amended, have not
established series of Preferred Stock and fixed the variations in the relative
rights and preferences between series of Preferred Stock, the Board of Directors
is hereby authorized to: (i) divide the Preferred Stock into series; (ii) fix
the number of shares constituting any series so established and the designation
of each such series; and (iii) fix and determine the relative rights and
preferences of the shares of any series so established, all in the manner and
within the limitations set forth in Section Is of the Utah Business corporation
Act (or any successor provision) as currently in effect or as it may hereafter
be amended.

       For any wholly unissued series of Preferred Stock, the Board of Directors
may change the designation of the series, the number of shares constituting the
series and the relative rights and preferences of the shares of such series, in
the manner and within the limitations set forth above.

       For any series of Preferred Stock having issued and outstanding shares,
the Board of Directors is hereby authorized to increase or decrease the number
of shares of such series when the number of shares of such series was originally
fixed by the Board, but such increase or decrease shall be subject to the
limitations and restrictions stated in the resolution of the Board of Directors
originally fixing the number of shares of such series. If the number of shares
of any series is so decreased, the decrease shall not reduce the number of
shares of such series below the number then issued and outstanding and the
shares constituting such decrease shall resume the status that they had prior to
the adoption of the resolution originally fixing the number of shares of such
series.

C.       Reclassification of Common Voting Stock

         Upon the effective date of this amendment of the Articles of
Incorporation, all shares of common voting stock the corporation was authorized
to issue immediately prior to such effective date shall be reclassified,
redesignated and reconstituted into an equal number of shares of Class A Common
Stock, and each outstanding share of common voting stock, $0.01 per value per
share, shall be reclassified, redesignated and reconstituted into one share of
Class A Common Stock, $0.01 per value per share.

D.       No Pre-emptive Rights

         No holder of shares of the Capital Stock of the corporation shall have
any pre-emptive rights to acquire additional shares of the corporation, whether
now or hereafter authorized.

                                       21
<PAGE>   22


         THIRD: The amendment to the Articles of Incorporation set forth in the
preceding paragraph was adopted by the shareholders of the corporation by
unanimous written consent effective as of February 28, 1992.

         FOURTH: Prior to the effectiveness of these Articles of Amendment, the
corporation had one class of stock outstanding, designated common voting stock
and having a par value of $0.01 per share. One million shares of common voting
stock were outstanding upon the adoption of the above described amendment to the
Articles of Incorporation, and all such shares were entitled to vote on the
amendment.

         FIFTH: The number of shares voted for the above referenced amendment
was one million and the number of shares voted against such amendment was zero.

         SIXTH: The amendment increases the number of shares the corporation is
authorized to issue, redesignates the previously authorized shares of common
voting stock as Class A Common Stock, increases the number of shares of Class A
Common Stock the corporation is authorized to issue, creates two new classes of
Common Stock designated as Class B Redeemable Common Stock and Class C
Redeemable Common Stock, fixes the rights, terms, limitations and restrictions,
of the Class B and Class C Common Stock, creates a class of Preferred Stock, and
authorizes the Board of. Directors to divide the Preferred Stock into series and
to determine the relative rights and preferences of the shares of any series so
established. The amendment does not effect a change in the amount of stated
capital of the corporation.



                                       22
<PAGE>   23


         IN WITNESS WHEREOF, we have signed these Articles of Amendment this
28th day of April, 1992.



                                               KYZEN CORPORATION

                                           By:/s/Kyle Doyel
                                              ---------------------------------
                                              Kyle Doyel, President


                                           By:/s/Milton J. Morris
                                              ---------------------------------
                                                 Milton J. Morris, Secretary

Attested and Verified

/s/Milton J. Morris
---------------------------
Milton J. Morris, Secretary




                                       23
<PAGE>   24

                              ARTICLES OF AMENDMENT

                        to the Articles of Incorporation

                                       of

                                KYZEN CORPORATION

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

                  Pursuant to the provisions of Section 16-10a-602 of the Utah
Revised Business Corporation Act, the undersigned corporation adopts the
following Articles of Amendment to its Articles of Incorporation:

                  First:  The name of the corporation is Kyzen Corporation (the
"Corporation").

                  Second:  The following new Article XII shall be added to the
Corporation's Articles of Incorporation:

                                   ARTICLE XII
                  Series A Junior Participating Preferred Stock

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be 100,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

                  Section 2. Dividends and Distributions.

                  (A) Subject to the rights of the holders of any shares of any
         series of Preferred Stock (or any similar stock) ranking prior and
         superior to the Series A Preferred Stock with respect to dividends, the
         holders of shares of Series A Preferred Stock, in preference to the
         holders of Common Stock, par value $.01 per share (the "Common Stock"),
         of the Corporation, and of any other junior stock, shall be entitled to
         receive, when, as and if declared by the Board of Directors out of
         funds legally available for the purpose, quarterly dividends payable in
         cash on the first day of March, June, September and December in each
         year (each such date being referred to herein as a "Quarterly Dividend
         Payment Date"), commencing on the first Quarterly Dividend Payment Date
         after the first issuance of a share or fraction of a share of Series A
         Preferred Stock, in an amount per share (rounded to the nearest cent)
         equal to the greater of (a) $1 or (b) subject to the provision for
         adjustment hereinafter set forth, 100 times the aggregate per share
         amount of all cash dividends, and 100 times the aggregate per share
         amount (payable in kind) of


                                       24
<PAGE>   25


         all noncash dividends or other distributions, other than a dividend
         payable in shares of Common Stock or a subdivision of the outstanding
         shares of Common Stock (by reclassification or otherwise), declared on
         the Common Stock since the immediately preceding Quarterly Dividend
         Payment Date or, with respect to the first Quarterly Dividend Payment
         Date, since the first issuance of any share or fraction of a share of
         Series A Preferred Stock. In the event the Corporation shall at any
         time declare or pay any dividend on the Common Stock payable in shares
         of Common Stock, or effect a subdivision or combination or
         consolidation of the outstanding shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in shares
         of Common Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the amount to which holders of shares of
         Series A Preferred Stock were entitled immediately prior to such event
         under clause (b) of the preceding sentence shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  (B) The Corporation shall declare a dividend or distribution
         on the Series A Preferred Stock as provided in paragraph (A) of this
         Section immediately after it declares a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common Stock during the period between any Quarterly
         Dividend Payment Date and the next subsequent Quarterly Dividend
         Payment Date, a dividend of $1 per share on the Series A Preferred
         Stock shall nevertheless be payable on such subsequent Quarterly
         Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
         outstanding shares of Series A Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly Dividend Payment Date, in which case dividends on
         such shares shall begin to accrue from the date of issue of such
         shares, or unless the date of issue is a Quarterly Dividend Payment
         Date or is a date after the record date for the determination of
         holders of shares of Series A Preferred Stock entitled to receive a
         quarterly dividend and before such Quarterly Dividend Payment Date, in
         either of which events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date. Accrued but
         unpaid dividends shall not bear interest. Dividends paid on the shares
         of Series A Preferred Stock in an amount less than the total amount of
         such dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such shares at
         the time outstanding. The Board of Directors may fix a record date for
         the determination of holders of shares of Series A Preferred Stock
         entitled to receive payment of a dividend or distribution declared
         thereon, which record date shall be not more than 60 days prior to the
         date fixed for the payment thereof.


                                       25
<PAGE>   26


                  Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                  (A) Subject to the provision for adjustment hereinafter set
         forth, each share of Series A Preferred Stock shall entitle the holder
         thereof to 100 votes on all matters submitted to a vote of the
         stockholders of the Corporation. In the event the Corporation shall at
         any time declare or pay any dividend on the Common Stock payable in
         shares of Common Stock, or effect a subdivision or combination or
         consolidation of the outstanding shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in shares
         of Common Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the number of votes per share to which
         holders of shares of Series A Preferred Stock were entitled immediately
         prior to such event shall be adjusted by multiplying such number by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (B) Except as otherwise provided herein, in any other
         Certificate of Designations creating a series of Preferred Stock or any
         similar stock, or by law, the holders of shares of Series A Preferred
         Stock and the holders of shares of Common Stock and any other capital
         stock of the Corporation having general voting rights shall vote
         together as one class on all matters submitted to a vote of
         stockholders of the Corporation.

                  (C) Except as set forth herein, or as otherwise provided by
         law, holders of Series A Preferred Stock shall have no special voting
         rights and their consent shall not be required (except to the extent
         they are entitled to vote with holders of Common Stock as set forth
         herein) for taking any corporate action.

                  Section 4.        Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
         distributions payable on the Series A Preferred Stock as provided in
         Section 2 are in arrears, thereafter and until all accrued and unpaid
         dividends and distributions, whether or not declared, on shares of
         Series A Preferred Stock outstanding shall have been paid in full, the
         Corporation shall not:

                      (i)   declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the Series A Preferred Stock;

                      (ii)  declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Preferred Stock, except
                  dividends paid ratably on the Series A Preferred Stock and all
                  such parity stock on which dividends are payable or in arrears
                  in proportion to the total amounts to which the holders of all
                  such shares are then entitled;


                                       26
<PAGE>   27


                      (iii) redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Series A Preferred Stock, provided that the Corporation
                  may at any time redeem, purchase or otherwise acquire shares
                  of any such junior stock in exchange for shares of any stock
                  of the Corporation ranking junior (either as to dividends or
                  upon dissolution, liquidation or winding up) to the Series A
                  Preferred Stock; or

                      (iv)  redeem or purchase or otherwise acquire for
                  consideration any shares of Series A Preferred Stock, or any
                  shares of stock ranking on a parity with the Series A
                  Preferred Stock, except in accordance with a purchase offer
                  made in writing or by publication (as determined by the Board
                  of Directors) to all holders of such shares upon such terms as
                  the Board of Directors, after consideration of the respective
                  annual dividend rates and other relative rights and
                  preferences of the respective series and classes, shall
                  determine in good faith will result in fair and equitable
                  treatment among the respective series or classes.

                  (B) The Corporation shall not permit any subsidiary of the
         Corporation to purchase or otherwise acquire for consideration any
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (A) of this Section 4, purchase or otherwise acquire such
         shares at such time and in such manner.

                  Section 5.     Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set forth
herein, in the Articles of Incorporation, or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

                  Section 6.     Liquidation, Dissolution or Winding Up. Upon
any liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by


                                       27
<PAGE>   28


reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                  Section 7.  Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each share of Series A Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  Section 8.  No Redemption. The shares of Series A Preferred
Stock shall not be redeemable.

                  Section 9.  Rank.  The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets, junior
to all series of any other class of the Corporation's Preferred Stock.

                  Section 10. Amendment. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

                  Third: The amendments to the Corporation's Articles of
Incorporation contained in these Articles of Amendment were adopted by the Board
of Directors at a meeting duly called and held on January 15, 1999.

                  Fourth: The amendments to the Corporation's Articles of
Incorporation contained in these Articles of Amendment were adopted by the Board
of Directors without shareholder action, which was not required.


                                       28
<PAGE>   29


                  IN WITNESS WHEREOF, these Articles of Amendment are executed
on behalf of the Corporation by its Chief Executive Officer and attested by its
Secretary this 15th day of January, 1999.



                                                     /s/ Kyle J. Doyel
                                                     --------------------------
                                                     Chief Executive Officer
                                                     and President

Attest:



/s/ Thomas J. Herrmann
Secretary


















                                       29