CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                               SOLAR-MATES, INC.

               Under Section 805 of the Business Corporation Law

      We, the undersigned, being the President and Secretary of SOLAR-MATES,
INC., do hereby certify and set forth:

      1. The name of the corporation (the "Corporation") is "SOLARMATES, INC."
The name under which the Corporation was formed is "Nevitt Sales Corp." On
December 30, 1994, the Corporation changed
its name to its present name.

      2. The Certificate of Incorporation of the Corporation was filed in the
Office of the Department of State on September 8, 1976.

      3. The Certificate of Incorporation of the Corporation is hereby amended,
pursuant to Section 801(b)(12) of the Business Corporation Law, to create three
classes of preferred shares, one consisting of 15,000 shares, designated as
Series A 6.5% Convertible Preferred Stock, $.001 par value, one consisting of
15,000 shares, designated as Series B 6% Convertible Preferred Stock, $.001 par
value, and one consisting of 15,000 shares, designated as Series C 6%
Convertible Preferred Stock, $.001 par value, and to provide for the relative
voting, dividend, liquidation and other rights, preferences and limitations of
each such class.

      4. To accomplish the foregoing, a new Paragraph C is added to Article
FOURTH of the Certificate of Incorporation of the Corporation which shall read
as follows:

      "C. Creation of Preferred Stock.

                            I. Designation and Amount

      The designation of the series of preferred stock fixed by this paragraph C
shall be (i) "Series A 6.5% Convertible Preferred Stock" (the "Series A
Preferred Stock"), (ii) "Series B 6% Convertible Preferred Stock" (the "Series B
Preferred Stock") and (iii) "Series C 6% Convertible Preferred Stock" (the
"Series C Preferred Stock"; together with the Series A Preferred Stock and
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the Series C Preferred Stock, the "Preferred Stock"). Each such series of
Preferred Stock shall have a stated value of $1,000 per share (the "Stated
Value"). The number of shares constituting each such series shall be 15,000,
subject to reduction by vote of the Board of Directors as to any shares of
Preferred Stock which are not issued or are reacquired.

                                    II. Rank

      Each series of Preferred Stock shall rank (i) prior to the Corporation's
Common Stock, $.001 par value ("Common Stock"); (ii) pari passu with the other
series of Preferred Stock and any other class or series of preferred stock of
the Corporation; and (iii) unless the holders of Preferred Stock shall otherwise
consent pursuant to Article V.B, prior to any other class or series of the
Corporation's capital stock, both as to payment of dividends and as to
distribution of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary.

                           III. Transfer Restrictions

      The persons to whom Preferred Stock are initially issued by the
Corporation shall be hereafter referred to as "Holders." The Preferred Stock
shall not be transferable by the Holders thereof other than to an affiliate of
such Holder, as the term affiliate is defined under Rule 144 of the Securities
Act of 1933, as amended, and then only in accordance with applicable laws,
including but not limited to, applicable securities laws. Hereafter, the term
"Holder" shall be deemed to include the initial Holder and any such affiliated
acquiror.

                         IV. Dividends and Distributions

            A. There shall be (i) a 6.5%, per annum, cumulative cash dividend
payable on the Series A Preferred Stock, (ii) a 6%, per annum, cumulative cash
dividend payable on the Series B Preferred Stock and (iii) a 6%, per annum,
cumulative cash dividend payable on the Series C Preferred Stock (collectively,
the "Cash Dividends"). The Cash Dividends shall be payable annually, in arrears.
For purposes of calculation of the Cash Dividends, each series of Preferred
Stock shall be valued at the Stated Value.

            The Cash Dividends shall be sometimes hereafter referred to as the
"Dividends."

            The Dividends applicable to an issued and outstanding share of
Preferred Stock will accrue beginning upon issuance, and will be payable
annually as of December 31 in each calendar year, in arrears (the "Dividend
Payment Date").


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<PAGE>

            B. When a Holder elects to convert any share(s) of Preferred Stock,
as hereinafter provided, the Holder of the Preferred Stock so converted shall be
entitled to receive, on the Dividend Payment Date next succeeding the Conversion
Date, as defined herein, in respect of each share of Preferred Stock so
converted, a partial Dividend based upon the portion of the year the Preferred
Stock was held beginning with the first day following the Dividend Payment Date
immediately preceding such conversion and ending with the Conversion Date.

            C. The Preferred Stock shall not be entitled to receive any
dividends or other distributions except as provided herein.

            D. Notwithstanding the provisions of this Article IV above, the
Corporation may, in its sole discretion, but is not obligated to, pay any or all
Dividends in Preferred Stock of the same series rather than in cash. The
Corporation shall pay such dividend by issuing to such shares of Preferred Stock
of the same series that have an aggregate Stated Value equal to the amount of
the Cash Dividends otherwise payable to such holder on the applicable Dividend
Payment Date.

                                V. Voting Rights

            A. Other than pursuant to paragraph B below and other than as
required by law, the shares of Preferred Stock shall not carry with them the
right to vote on any matter relating to the business or affairs of the
Corporation as to which shareholders generally have the right to vote under the
Business Corporation Law, or to receive notice of or to be represented at any
meeting of shareholders of the Corporation called for such purpose.

            B. The affirmative vote of the holders of at least a majority of the
outstanding shares of Preferred Stock, voting together as a separate single
class, shall be necessary to (i) authorize, adopt or approve an amendment to the
Certificate of Incorporation of the Corporation that would alter or change the
powers, preferences or special rights of the shares of Preferred Stock so as to
affect such shares of Preferred Stock materially and adversely and (ii) issue
any capital stock senior to the Preferred Stock (either as to dividends or upon
liquidation). With respect to any such vote, each such holder shall have the
right to cast such number of votes as may be cast by the holder of the number of
shares of Common Stock into which such Preferred Stock is convertible on the
record date for such vote.

                   VI. Liquidation, Dissolution or Winding Up

            A. In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary


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<PAGE>

(any such event being hereinafter referred to as a "Liquidation") occurring
while any share of Preferred Stock is outstanding, the holders of the Preferred
Stock shall be entitled to be paid out of the assets of the Corporation, in
cash, an amount per share equal to the Stated Value (such amounts hereinafter
called the "Liquidation Preference") before any distribution of assets shall be
made to the holders of the Common Stock or any other stock ranking junior to the
Preferred Stock. The Liquidation Preference shall be subject to equitable
adjustment if there shall occur a stock split, combination, reclassification or
other similar event involving the Preferred Stock. After the payment of the full
amount of the Liquidation Preference, the Holders shall not be entitled to
participate in any distribution of assets by the Corporation. If, upon a
Liquidation, the assets of the Corporation available for distribution among the
Holders and holders of any other series of preferred stock then outstanding
which is in parity with the Preferred Stock shall be insufficient to permit
payment to the Holders of the aggregate amount which they are entitled to be
paid, then the assets of the Corporation available for distribution to the
Holders and the holders of any other series of preferred stock then outstanding
which is in parity with the Preferred Stock as to Liquidation shall be
distributed ratably among the Holders and the holders of such other series based
upon the proportion the total amount distributable on each share upon
Liquidation bears to the aggregate amount available for distribution on all
shares of Preferred Stock and of such other series of preferred stock, if any.

            B. Neither the consolidation nor merger of the Corporation with or
into any other corporation, or any other business combination of the Corporation
or the sale or lease of all or substantially all of the assets of the
Corporation for cash, property or securities shall be deemed a Liquidation of
the Corporation for purposes of this Article VI.

                       VII. Conversion of Preferred Stock

            A. A holder of shares of Series A Preferred Stock may, at any time
after the approval by the Corporation's shareholders of the issuance of the
shares of Common Stock into which such shares of Series A Preferred Stock is
convertible, by means of a majority of the total votes cast in person or by
proxy at a meeting of the Corporation's shareholders held for such purpose,
convert all Series A Preferred Stock held by such holder into fully paid and
non-assessable shares of Common Stock as follows. Each share of Series A
Preferred Stock shall be convertible into such number of fully paid and
non-assessable shares of Common Stock as is determined by dividing the Stated
Value by a conversion rate equal to the lower of (i) $5.50 and (ii) 80% of the
average Market Price, as defined below, for the 10 consecutive trading days
ending three


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<PAGE>

days prior to the giving by such holder to the Corporation of a notice of
conversion.

            B. A holder of shares of Series B Preferred Stock may, at any time
after the later to occur of (i) January 1, 1997 and (ii) the approval by the
Corporation's shareholders of the issuance of the shares of Common Stock into
which such shares of Series B Preferred Stock is convertible, by means of a
majority of the total votes cast in person or by proxy at a meeting of the
Corporation's shareholders held for such purpose, convert all Series B Preferred
Stock held by such holder into fully paid and non-assessable shares of Common
Stock as follows. Each share of Series B Preferred Stock shall be convertible
into such number of fully paid and non-assessable shares of Common Stock as is
determined by dividing the Stated Value by a conversion rate equal to the lower
of (i) $6.75 and (ii) 80% of the average Market Price, as defined below, for the
10 consecutive trading days ending three days prior to the giving by such holder
to the Corporation of a notice of conversion.

            C. A holder of shares of Series C Preferred Stock may, at any time
after the later to occur of (i) July 1, 1997 and (ii) the approval by the
Corporation's shareholders of the issuance of the shares of Common Stock into
which such shares of Series C Preferred Stock is convertible, by means of a
majority of the total votes cast in person or by proxy at a meeting of the
Corporation's shareholders held for such purpose, convert all Series C Preferred
Stock held by such holder into fully paid and non-assessable shares of Common
Stock as follows. Each share of Series C Preferred Stock shall be convertible
into such number of fully paid and non-assessable shares of Common Stock as is
determined by dividing the Stated Value by a conversion rate equal to the lower
of (i) $8.25 and (ii) 80% of the average Market Price, as defined below, for the
10 consecutive trading days ending three days prior to the giving by such holder
to the Corporation of a notice of conversion.

            "Market Price" shall be deemed to have the following meaning for the
purposes hereof. As long as the Common Stock is listed on The Nasdaq National
Market, the "Market Price" shall be equal to the closing high bid price of the
Common Stock, as reported by the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"). If the Common Stock is no longer listed
on The Nasdaq National Market, the "Market Price" shall be equal to the closing
bid price of the Common Stock, as reported by NASDAQ (assuming that the Common
Stock is listed on the Nasdaq SmallCap Market or is included in the "pink
sheets" or other inter-dealer quotation service or publication) or the closing
price for the Common Stock (assuming that the Common Stock is listed on a
national securities exchange).

            At any time after September 30, 2000, the Corporation shall have the
right, in its sole and absolute discretion, to force


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<PAGE>

the conversion of all issued and outstanding shares of Preferred Stock.

            Upon a conversion hereunder, the Holder shall surrender to the
Corporation the certificate or certificates therefor, duly endorsed to the
Corporation or in blank. Within two business days after the effective date of
such conversion, the Corporation will issue and deliver to the Holder
certificates for the number of shares of Common Stock issuable upon a conversion
hereunder. Shares of Preferred Stock shall be deemed to have been converted on
the date of surrender of the certificate or certificates as above provided, and
the Holder thereof shall be entitled to receive the certificate(s) representing
the shares of Common Stock issuable upon such conversion and the beneficial
holders of such shares shall be treated for all purposes as the record holder of
such shares of Common Stock on such date (the "Conversion Date").
Notwithstanding the failure of a Holder to remit a certificate upon a forced
conversion hereunder, such forced conversion shall be deemed to have occurred as
of the date specified by the Corporation.

            No fractional shares or scrip representing fractional shares of
Common Stock shall be issued upon the conversion of the Preferred Stock. If any
fractional share is called for upon any conversion of Preferred Stock, the
Corporation shall purchase such fractional interest for an amount equal to the
dollar value of such fractional interest.

            The Corporation shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for issuance upon the
conversion of shares of Preferred Stock as herein provided, such number of
shares of Common Stock as shall from time to time be issuable upon the
conversion of all of the shares of Preferred Stock at the time outstanding. The
Corporation shall from time to time, subject to and in accordance with the laws
of New York, use its best efforts to increase the authorized amount of Common
Shares if at any time the number of authorized shares of Common Stock remaining
unissued shall not be sufficient to permit the conversion at such time of all
then outstanding shares of Preferred Stock.

            The issuance of certificates for shares of Common Stock upon the
conversion of Preferred Stock shall be made without charge to the Corporation
for any tax in respect of such issuance. The Corporation shall not be required
to pay any other tax which may be payable in respect of any transfer involved in
the issuance and delivery of shares of Common Stock in any name other than that
of the Holder of such shares of Preferred Stock converted, and the Corporation
shall not be required to issue or deliver any such shares unless and until the
person or persons requesting the issuance thereof shall have paid to the
Corporation the amount of such tax or shall have established to the satisfaction
of the


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<PAGE>

Corporation that such tax has been paid. Notwithstanding the foregoing, the
Corporation may require an opinion of counsel satisfactory to the Corporation
that the issuance of shares of Common Stock in the name of any person other than
the Holder of the Preferred Stock whose shares are being converted may be made
without registration under applicable federal and state securities laws. If such
an opinion is not thereafter promptly presented to the Corporation, such shares
shall be issued only in the name of the beneficial holder whose shares were
surrendered for conversion.

                      VIII. Adjustments to Conversion Rate

            A. In case the Corporation shall issue Common Stock as a dividend
upon Common Stock or in payment of a dividend thereon, shall subdivide the
number of outstanding shares of its Common Stock into a greater number of shares
or shall contract the number of outstanding shares of its Common Stock into a
lesser number of shares, the conversion rate (the "Conversion Rate") then in
effect with respect to the Preferred Stock under Article VII hereof shall be
adjusted, effective at the close of business on the record date for the
determination of shareholders entitled to receive the same, to the rate
determined by taking the product obtained by multiplying (i) the Conversion Rate
in effect immediately prior to the close of business on such record date by (ii)
the number of shares of Common Stock outstanding immediately prior to such
dividend, subdivision, or contraction, and dividing it by (iii) the number of
shares of Common Stock outstanding immediately after such dividend, subdivision
or contraction.

            B. If any capital reorganization or reclassification of the Common
Stock (excluding any transaction to which paragraph C below applies), or
consolidation, or merger of the Corporation with or into another corporation, or
the sale or conveyance of all or substantially all of its assets to another
corporation shall be effected, then, as a condition of such reorganization or
sale, lawful and adequate provision shall be made, whereby the holders of
Preferred Stock shall thereafter have the right to receive, in lieu of the
shares of Common Stock of the Corporation immediately theretofore receivable
with respect to such shares of Preferred Stock, upon the exercise of their
conversion rights, such shares of stock, securities or assets as would have been
issued or payable with respect to or in exchange for the number of outstanding
shares of such Common Stock immediately theretofore receivable with respect to
such shares of Preferred Stock, upon the exercise of such rights, had such
reorganization, reclassification, consolidation, merger or sale not taken place.
In any such case, appropriate provision shall be made with respect to the rights
and interests of the holders of Preferred Stock to the end that such conversion
rights (including, without limitation, provisions for appropriate adjustments)
shall thereafter be applicable, as nearly as may be practicable in relation to
any shares of stock,


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<PAGE>

securities or assets thereafter deliverable upon the exercise thereof.

            The Corporation shall not be required to make any adjustment in the
Conversion Rate in any case in which the number of shares of Common Stock into
which each share of Preferred Stock may be converted, as required pursuant to
Article VII, would be increased or decreased by less than 1%, but in such case
the amount of any such adjustment shall be carried forward and adjustment with
respect thereto shall be made at the time of and together with any subsequent
adjustment, which, together which such amount and any other amount or amounts so
carried forward, shall aggregate at least 1% of the number of shares of Common
Stock into which each share of Preferred Stock is then convertible.

                              IX. Reacquired Shares

            The Corporation shall cancel each share of Preferred Stock which
shall be converted by the Corporation. All such shares of Preferred Stock shall
become authorized but unissued shares of preferred stock of the Corporation, and
the number of shares of preferred stock which the Corporation shall have
authority to issue shall not be decreased by such conversion. Such shares may
only be issued as part of another series of preferred stock of the Corporation.

                                   X. Notices

            Any notice required by the above provisions to be given to the
holders of shares of Preferred Stock shall be deemed given when deposited in the
United States mail, first class postage prepaid, and addressed to the
shareholder at its address appearing on the books of the Corporation. Any notice
required by the provisions of this Paragraph C by the holders of Preferred Stock
shall be deemed given when deposited in the United States mail, first class
postage prepaid and addressed to the Corporation at its principal executive
offices."

            5. This Amendment to the Certificate of Incorporation of the
Corporation was authorized by the Board of Directors of the Corporation in
accordance with the provisions of Section 502 of the Business Corporation Law
pursuant to the authority expressly


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granted to and vested in the Board of Directors by the Corpor- ation's
Certificate of Incorporation.

            IN WITNESS WHEREOF, we have signed this certificate on September 26,
1996 and we affirm the statements contained herein are true under the penalties
of perjury.


                                    /s/ Stephen Nevitt
                                    -------------------------
                                    Stephen Nevitt, President


                                    /s/ Milton Nevitt
                                    -------------------------
                                    Milton Nevitt, Secretary


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