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                                  EXHIBIT 4.H
                                       
                          CERTIFICATE OF DESIGNATION
                                       
                           OF THE PREFERRED STOCK OF
                                       
                             DIPLOMAT CORPORATION

         Pursuant to the provisions of Section 151 of the Delaware Corporations
Law, Diplomat Corporation (the "Company"), a corporation organized and existing
under the Delaware Corporations Law, hereby adopts the following Designations,
Rights and Limitations of its Series B and Series C Preferred Stock.

         Designation of Series B Preferred Stock

         Of the 1,000,000 shares of Preferred Stock authorized pursuant to the
Company's Certificate of Incorporation, Two Hundred and Ninety Thousand
(290,000) of such shares are hereby designated as the Series B Preferred Stock.

         The powers, designations, preferences, and relative, participating,
optional or other special rights of the Series B Preferred Stock authorized
hereunder and the qualifications, limitations and restrictions of such
preferences and rights are as follows:

         1.       Liquidation Preference.  The entire class of Series B
                  Preferred Stock shall have a liquidation preference of
                  $2,900,285 (the "Liquidation Value").

         2.       Dividends. The Series B Preferred Stock shall receive an
                  annual dividend of 9% of the Liquidation Value commencing
                  January 1, 1997, payable monthly in arrears. In the event that
                  the Company does not pay such dividend for three consecutive
                  months, the holder shall receive 100,000 shares of the
                  Company's common stock for each month that the dividend is not
                  fully paid.

         3.       Conversion. The Series B Preferred Stock is convertible, based
                  on its Liquidation Value, into shares of the Company's common
                  stock at 75% of the average market value of the common stock
                  for the ten trading days immediately preceding the day of
                  conversion. The Series B Preferred Stock is convertible any
                  time at the option of the holder.

         4.       Voting.  The Series B Preferred Stock shall have voting rights
                  equal to 2,900,285 shares of the Company's common stock on all
                  matters on which the common stock votes.

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         Designation of Series C Preferred Stock

         Of the 1,000,000 shares of Preferred Stock authorized pursuant to the
Company's Certificate of Incorporation, Sixty Thousand (60,000) of such shares
are hereby designated as the Series C Preferred Stock.

         The powers, designations, preferences, and relative, participating,
optional or other special rights of the Series C Preferred Stock authorized
hereunder and the qualifications, limitations and restrictions of such
preferences and rights are as follows:

         1.       Liquidation Preference.  The entire class of Series C
                  Preferred Stock shall have a liquidation preference of
                  $600,000 (the "Liquidation Value").

         2.       Dividends. The Series C Preferred Stock shall receive an
                  annual dividend of 9% of the Liquidation Value commencing
                  January 1, 1997, payable monthly in arrears. In the event that
                  the Company does not pay such dividend for three consecutive
                  months, the holder shall receive 100,000 shares of the
                  Company's common stock for each month that the dividend is not
                  fully paid.

         3.       Conversion. The Series C Preferred Stock is convertible, based
                  on its Liquidation Value, into shares of the Company's common
                  stock at 75% of the average market value of the common stock
                  for the ten trading days immediately preceding the day of
                  conversion. The Series C Preferred Stock is convertible any
                  time at the option of the holder.

         4.       Voting.  The Series C Preferred Stock shall have voting rights
                  equal to 600,000 shares of the Company's common stock on all
                  matters on which the common stock votes.

         This Certificate of Designation has been duly adopted by the Board of
Directors of the Company pursuant to authority vested in the Board of Directors
by the Certificate of Incorporation of the Company, as amended.

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Signed and attested to on November 20, 1996

                                            /s/ Jonathan Rosenberg
                                            ----------------------------

                                            Jonathan Rosenberg,
                                            President

Attest:

/s/ Stuart A. Leiderman
-------------------------
Stuart A. Leiderman, Secretary
                                       
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